As confidentially submitted with the U.S. Securities and Exchange Commission on October 2, 2024. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

BSKE Ltd

(Exact name of registrant as specified in its charter)

Cayman Islands	7371	Not Applicable
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

(Address, including zip code, and telephone number, including area code,

of registrant’s principal executive offices)

10 East 53rd St., Suite 3001

New York, NY 10022-5064

(786) 769-7512

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

Copies to:

Kenneth A. Schlesinger, Esq. Claudia B. Dubon, Esq. Olshan Frome Wolosky LLP 1325 Avenue of the Americas, 15th Floor New York, New York 10019 (212) 451-2300 Mitchell Nussbaum, Esq. Tahra Wright, Esq. Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 (212) 407-4000

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and after all conditions under the Merger Agreement to consummate the proposed merger are satisfied or waived.

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

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

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction: Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

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

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

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

PRELIMINARY

SUBJECT TO COMPLETION, DATED SEPTEMBER [●], 2024

The information in this proxy statement/prospectus is not complete and may be changed. The registrant may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. The proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

PROXY STATEMENT FOR SPECIAL MEETING OF

STOCKHOLDERS OF TITAN PHARMACEUTICALS, INC.

AND

PROSPECTUS FOR UP TO [●] ORDINARY SHARES

OF BSKE LTD

The board of directors of Titan Pharmaceuticals Inc., a Delaware corporation (“TTNP” or “Parent”), has approved a Merger and Contribution and Share Exchange Agreement, dated August 19, 2024 (as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), with BSKE Ltd, a Cayman Islands exempted company limited by shares (“PubCo” or “BSKE”), TTNP Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of PubCo (“Merger Sub” and, together with PubCo, each, individually, an “Acquisition Entity” and, collectively, the “Acquisition Entities”), and KE Sdn. Bhd., a Malaysia private limited company (“KE Sdn” or “Company”).

Pursuant to the Merger Agreement, PubCo will acquire ownership of Parent and Company in related transactions, as follows:

● Pursuant to the Merger Agreement, and in accordance with the Delaware General Corporation Law, Merger Sub will merge with and into Parent (the “TTNP Merger”); the separate existence of Merger Sub will cease; and Parent will be the surviving corporation of the TTNP Merger and a direct wholly owned subsidiary of PubCo (Parent is hereinafter referred to for the periods from and after the TTNP Merger Effective Time (as defined herein) as the “Surviving Corporation”).

● Pursuant to the Merger Agreement, within five business days after this proxy statement/prospectus becomes effective, PubCo, TTNP, and the Company will, and each of the KE Shareholders (as defined herein) may elect to, enter into a share exchange agreement (“Share Exchange Agreement”), pursuant to which, immediately following effectiveness of the TTNP Merger, each Company Shareholder entering into the Share Exchange Agreement will contribute and exchange all of his Company shares in exchange for PubCo ordinary shares, $0.001 par value (“PubCo Ordinary Shares”) (the “Contribution and Exchange” and, together with the TTNP Merger, the “Business Combination”). If all KE Shareholders enter into and consummate the Share Exchange Agreement, the Company will thereupon be a direct wholly owned subsidiary of PubCo. TTNP may terminate the Merger Agreement if fewer than all KE Shareholders enter into the Share Exchange Agreement within the specified period.

Pursuant to the Merger Agreement, at the effective time of the TTNP Merger (the “TTNP Merger Effective Time”):

● By virtue of the TTNP Merger, and without any action on the part of any party to the Merger Agreement or the holders of securities of Merger Sub, each share of Merger Sub that is issued and outstanding immediately prior to the TTNP Merger Effective Time shall automatically be converted into an equal number of shares of the Surviving Corporation.

● At the TTNP Merger Effective Time, by virtue of the TTNP Merger and conditioned on the consummation of the Business Combination, and without any action on the part of the holders of TTNP Common Stock (as defined herein), each share of TTNP Common Stock that is issued and outstanding immediately prior to the TTNP Merger Effective Time shall automatically be cancelled and cease to exist, in exchange for the right to receive one PubCo Ordinary Share.

● At the TTNP Merger Effective Time, by virtue of the TTNP Merger and conditioned on the consummation of the Business Combination, and without any action on the part of the holders of TTNP Series AA Preferred Stock (as defined herein), each share of TTNP Series AA Preferred Stock that is issued and outstanding immediately prior to the TTNP Merger Effective Time, shall automatically be cancelled and cease to exist in exchange for the right to receive 1.07296 PubCo Ordinary Shares.

● At the TTNP Merger Effective Time, without any action on the part of any holder of TTNP warrants or options (as defined in the Merger Agreement), each TTNP warrant or option that is issued and outstanding immediately prior to the TTNP Merger Effective Time shall become a warrant or option, as applicable, to purchase that number of PubCo Ordinary Shares equal to the number of shares of TTNP Common Stock that would have been issuable upon the exercise of that warrant or option, as applicable, at an exercise price per share equal to the per share exercise price of such warrant or option, and otherwise upon the same terms and conditions, as set forth in the applicable underlying agreement. Other than as described in the immediately preceding sentence, each such warrant or option so assumed shall continue to have, and shall be subject to, the same terms and conditions as applied to the underlying warrant or option immediately prior to the TTNP Merger Effective Time. Notwithstanding the foregoing, a holder of those certain TTNP Class B Warrants, initially exercisable October 18, 2019, expiring October 17, 2024; or those certain TTNP warrants initially exercisable February 9, 2020, expiring February 9, 2025; or those certain TTNP warrants initially exercisable October 30, 2020, expiring December 1, 2025; or those certain TTNP warrants initially exercisable July 9, 2020, expiring July 9, 2025; or those certain TTNP warrants initially exercisable January 20, 2021, expiring July 20, 2026; or those certain TTNP warrants initially exercisable February 4, 2022, expiring August 4, 2027, may, within 30 days after the consummation of the TTNP Merger, require the Surviving Corporation to purchase the unexercised portion of those warrants from the holder at the Black Scholes Value (as defined in the warrant) of that portion.

● If there are any shares of TTNP capital stock that are owned by TTNP as treasury shares or any shares of TTNP capital stock owned by any direct or indirect subsidiary of TTNP immediately prior to the TTNP Merger Effective Time, such shares of TTNP capital stock shall be canceled and shall cease to exist without any conversion thereof or payment or other consideration therefor.

Immediately following the TTNP Merger Effective Time, the Contribution and Exchange shall occur as follows (the “Exchange Effective Time”): Pursuant to the terms of the Share Exchange Agreement, each Company Shareholder electing to become a party thereto shall contribute to PubCo all of such Company Shareholder’s Company Shares, and in exchange for the contribution of such Company Shares, PubCo shall issue to such Company Shareholder for each Company Share contributed 8.524 newly issued PubCo Ordinary Shares. TTNP or the Company may terminate the Merger Agreement if fewer than all KE Shareholders elect to enter into the Share Exchange Agreement.

It is anticipated that, upon completion of the Business Combination, 6,877,467 PubCo Ordinary Shares will be issued in connection with the Business Combination. The foregoing amounts will change if the actual facts differ from the assumptions set forth above.

TTNP Common Stock is publicly traded on the Nasdaq Capital Market under the symbol “TTNP.” PubCo has applied for listing, to be effective at the time of the Business Combination, of PubCo Ordinary Shares. Upon consummation of the Business Combination, the PubCo Ordinary Shares will be listed on Nasdaq Capital Market under the symbol “SIRE.”

It is a condition of the consummation of the Business Combination that PubCo receive confirmation from Nasdaq that PubCo Ordinary Shares have been conditionally approved for listing on Nasdaq, but there can be no assurance such listing condition will be met or that PubCo will obtain such confirmation from Nasdaq. If such listing condition is not met, or, if such confirmation is not obtained, the Business Combination will not be consummated unless the Nasdaq condition set forth in the Merger Agreement is waived by the applicable parties.

TTNP’s stockholders are being asked to consider a vote upon the Business Combination and certain related Proposals, as described in this proxy statement/prospectus. Proposals to approve the Merger Agreement and the other matters discussed in this proxy statement/prospectus will be presented at the special meeting of stockholders of TTNP scheduled to be held on [●], 2024.

The board of directors of TTNP has approved and adopted the Merger Agreement and recommends that the TTNP Stockholders vote FOR all of the Proposals presented to the stockholders at the Special Meeting. When you consider the board of directors’ recommendation of these Proposals, you should keep in mind that certain of TTNP’s directors and officers have interests in the Business Combination that may conflict with your interests as a stockholder. See the section titled “Summary of the Proxy Statement/Prospectus—Interests of TTNP’s Directors and Officers in the Business Combination.”

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the Special Meeting. You are encouraged to carefully read this entire document, including the annexes. You should, in particular, carefully consider the risk factors described in “Risk Factors” beginning on page 41 of this proxy statement/prospectus.

This proxy statement/prospectus is dated [●], 2024 and is expected to be first mailed or otherwise delivered to TTNP stockholders on or about [●], 2024.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

No offer or invitation, whether directly or indirectly, is being or may be made to the public in the Cayman Islands to subscribe for any PubCo securities.

BSKE is an “emerging growth company”  and a “smaller reporting company” under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in BSKE securities involves a high degree of risk. See “Risk Factors” beginning on page 41 for a discussion of information that should be considered in connection with an investment in BSKE securities.

ADDITIONAL INFORMATION

No person is authorized to give any information or to make any representation with respect to the matters that this proxy statement/prospectus describes other than those contained in this proxy statement/ prospectus, and, if given or made, the information or representation must not be relied upon as having been authorized by TTNP, the Company, or any other party to the Merger Agreement. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy securities or a solicitation of a proxy in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer or a solicitation. Neither the delivery of this proxy statement/prospectus nor any distribution of securities made under this proxy statement/prospectus will, under any circumstances, create an implication that there has been no change in the affairs of TTNP, the Company or any other party to the Merger Agreement since the date of this proxy statement/prospectus or that any information contained herein is correct as of any time subsequent to such date.

LETTER TO STOCKHOLDERS OF TITAN PHARMACEUTICALS, INC.

Titan Pharmaceuticals, Inc.

10 East 53rd St., Suite 3001

New York NY 10022-5064

Telephone No.: (786) 769-7512

To the stockholders of Titan Pharmaceuticals, Inc.:

You are cordially invited to attend the special meeting of stockholders (the “Special Meeting”) of Titan Pharmaceuticals, Inc., a Delaware corporation (“TTNP” or “Parent”), on [●], 2024 at [●] Eastern Time, via live audio webcast over the internet at [●], or at such other time, on such other date and at such other place to which the Special Meeting may be adjourned, for the purpose of voting on TTNP’s proposed business combination with BSKE Ltd, a Cayman Islands exempted company limited by shares (“PubCo” or “BSKE”) and KE Sdn. Bhd., a Malaysia private limited company (“KE Sdn” or “Company”), and the other matters described in the accompanying proxy statement/prospectus. You will be able to attend, vote your shares and submit questions during the Special Meeting via a live webcast available at the website address above.

At the Special Meeting, you will be asked to consider and vote upon the following Proposals:

(1) The Business Combination Proposal — to consider and vote upon a proposal,

(a) to approve and adopt the Merger and Contribution and Share Exchange Agreement, dated August 19, 2024, a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, by and among TTNP, PubCo, TTNP Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of PubCo (“Merger Sub” and, together with PubCo, each, individually, an “Acquisition Entity” and, collectively, the “Acquisition Entities”) and KE Sdn; and

(b) to adopt and approve the transactions contemplated thereby, including, among other things, in related transactions:

● Pursuant to the Merger Agreement, and in accordance with the Delaware General Corporation Law, Merger Sub will merge with and into TTNP (the “TTNP Merger”); the separate existence of Merger Sub will cease; and Parent will be the surviving corporation of the TTNP Merger and a direct wholly owned subsidiary of PubCo (Parent is hereinafter referred to for the periods from and after the TTNP Merger Effective Time (as defined herein) as the “Surviving Corporation”).

● Pursuant to the Merger Agreement, within five business days after the registration statement of which this proxy statement/prospectus forms a part becomes effective, PubCo, TTNP, and the Company will, and each of the shareholders of the Company (the “KE Shareholders”) may elect to, enter into a share exchange agreement (“Share Exchange Agreement”), pursuant to which, immediately following effectiveness of the TTNP Merger, each Company Shareholder entering into the Share Exchange Agreement will contribute and exchange all of his Company shares in exchange for PubCo ordinary shares, $0.001 par value (“PubCo Ordinary Shares”) (the “Contribution and Exchange” and, together with the TTNP Merger the “Business Combination”). If all KE Shareholders enter into and consummate the Share Exchange Agreement, the Company will thereupon be a direct wholly owned subsidiary of PubCo. TTNP may terminate the Merger Agreement if fewer than all KE Shareholders enter into the Share Exchange Agreement within the specified period. Any transactions and Ancillary Agreements (as defined herein) contemplated by the Merger Agreement, are referred to as the “Transactions,” and together with the TTNP Merger collectively referred to as the “Business Combination.” 

(2) The Nasdaq Proposal — to consider and vote upon a proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635, the issuance of PubCo Ordinary Shares in connection with the Business Combination (the “Nasdaq Proposal”); and

(3) The Adjournment Proposal — to approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary.

The Business Combination Proposal and the Nasdaq Proposal are cross-conditioned on the approval of each other. The PubCo Charter (as defined herein) will take effect upon the Closing (as defined herein). The Adjournment Proposal is not conditioned upon the approval of any other Proposal set forth in the accompanying proxy statement/prospectus.

After careful consideration, the board of directors of TTNP (the “TTNP Board”), at the recommendation of the Special Committee of the TTNP Board, has (a) approved and adopted the Merger Agreement and approved the Transactions, (b) approved the Proposals described in this proxy statement/prospectus, and (c) determined that it is advisable to consummate the Business Combination.

PubCo is offering up to (i) [6,877,467] PubCo Ordinary Shares in the Business Combination. PubCo intends to apply to list the PubCo Ordinary Shares on The Nasdaq Stock Market LLC with the ticker symbol “SIRE.”

Pursuant to the Merger Agreement, at the effective time of the TTNP Merger (the “TTNP Merger Effective Time”):

● By virtue of the TTNP Merger, and without any action on the part of any party to the Merger Agreement or the holders of securities of Merger Sub, each share of Merger Sub that is issued and outstanding immediately prior to the TTNP Merger Effective Time shall automatically be converted into an equal number of shares of the Surviving Corporation.

● At the TTNP Merger Effective Time, by virtue of the TTNP Merger and conditioned on the consummation of the Business Combination, and without any action on the part of the holders of TTNP Common Stock, each share of common stock of TTNP, par value $0.001 per share (“TTNP Common Stock”) that is issued and outstanding immediately prior to the TTNP Merger Effective Time shall automatically be cancelled and cease to exist in exchange for the right to receive, upon delivery of the Transmittal Documents, as defined in the Merger Agreement, one PubCo Ordinary Share.

● At the TTNP Merger Effective Time, by virtue of the TTNP Merger and conditioned on the consummation of the Business Combination, and without any action on the part of the holders of TTNP Series AA Preferred Stock (as defined herein), each share of TTNP Series AA Preferred Stock that is issued and outstanding immediately prior to the TTNP Merger Effective Time, shall automatically be cancelled and cease to exist in exchange for the right to receive, upon delivery of the Transmittal Documents, 1.07296 PubCo Ordinary Shares.

● At the TTNP Merger Effective Time, without any action on the part of any holder of TTNP warrants or options (as defined in the Merger Agreement), each TTNP warrant or option that is issued and outstanding immediately prior to the TTNP Merger Effective Time shall become a warrant or option, as applicable, to purchase that number of PubCo Ordinary Shares equal to the number of shares of TTNP Common Stock that would have been issuable upon the exercise of that warrant or option, as applicable, at an exercise price per share equal to the per share exercise price of such warrant or option, and otherwise upon the same terms and conditions, as set forth in the applicable underlying agreement. Other than as described in the immediately preceding sentence, each such warrant or option so assumed shall continue to have, and shall be subject to, the same terms and conditions as applied to the underlying warrant or option immediately prior to the TTNP Merger Effective Time. Notwithstanding the foregoing, a holder of those certain Parent Class B Warrants, initially exercisable October 18, 2019, expiring October 17, 2024; or those certain TTNP warrants initially exercisable February 9, 2020, expiring February 9, 2025; or those certain TTNP warrants initially exercisable July 9, 2020, expiring July 9, 2025; or those certain TTNP warrants initially exercisable October 30, 2020, expiring December 1, 2025; or those certain TTNP warrants initially exercisable January 20, 2021, expiring July 20, 2026; or those certain TTNP warrants initially exercisable February 4, 2022, expiring August 4, 2027, may, within 30 days after the consummation of the TTNP Merger, require the Surviving Corporation to purchase the unexercised portion of those warrants from the holder at the Black Scholes Value (as defined in the warrant) of that portion.

● If there are any shares of TTNP capital stock that are owned by TTNP as treasury shares or any shares of TTNP capital stock owned by any direct or indirect subsidiary of TTNP immediately prior to the TTNP Merger Effective Time, such shares of TTNP capital stock shall be canceled and shall cease to exist without any conversion thereof or payment or other consideration therefor.

Immediately following the TTNP Merger Effective Time, the Contribution and Exchange shall occur as follows (the “Exchange Effective Time”): Pursuant to the terms of the Share Exchange Agreement, each Company Shareholder electing to become a party thereto shall contribute to PubCo all of such Company Shareholder’s Company Shares, and in exchange for the contribution of such Company Shares, PubCo shall issue to such Company Shareholder for each Company Share contributed 8.524 newly issued PubCo Ordinary Shares. TTNP or the Company may terminate the Merger Agreement if fewer than all KE Shareholders elect to enter into the Share Exchange Agreement.

It is anticipated that, upon completion of the Business Combination, [6,877,467] PubCo Ordinary Shares will be issued in connection with the Business Combination. The foregoing amounts will change if the actual facts differ from the assumptions set forth above.

It is anticipated that upon Closing, (i) existing TTNP Stockholders (other than The Sire Group Limited (“Sire”) and TTNP’s officers and directors (the “Related Parties”)) will own approximately 13.2% of the issued and outstanding PubCo Ordinary Shares, (ii) the Company’s existing security holders will own, beneficially, approximately 86.7% of the outstanding PubCo Ordinary Shares, and (iii) Related Parties, through their ownership of TTNP Common Stock on the date hereof will own approximately 14.9% of the issued and outstanding PubCo Ordinary Shares. Mr. Dato’ Seow Gim Shen, Chairman of the TTNP Board and Chief Executive Officer of TTNP, is the holder of 47.4%   of the outstanding shares of the Company. In addition, Mr. Seow is the sole shareholder of Sire, which is the holder of 150,087 shares of TTNP Common Stock issued upon conversion of TTNP Series AA Preferred Stock. Sire intends to vote its TTNP Common Stock in favor of the Business Combination Proposal, the Nasdaq Proposal, and if brought before the meeting, the Adjournment Proposal. By virtue of the TTNP Merger Sire’s remaining TTNP Series AA Preferred Stock will be exchanged for the right to receive 869,226 PubCo Ordinary Shares, in addition to the PubCo Ordinary Shares that Sire will have the right to receive in exchange for its TTNP Common Stock. It is expected that Mr. Seow will own, beneficially, 48.9% of the outstanding shares of the combined company following the TTNP Merger. These ownership percentages could be subject to proportional dilution for any required financing in connection with the Closing.

TTNP has fixed the close of business on [●], 2024 as the record date (the “Record Date”) for the determination of stockholders entitled to notice of, and to vote at, the Special Meeting or any postponement or adjournment thereof. Stockholders should carefully read the accompanying Notice of Special Meeting and proxy statement/prospectus for a more complete statement of the Proposals to be considered at the Special Meeting.

The TTNP Board has approved and adopted the Merger Agreement and the Transactions and recommends that the TTNP Stockholders vote “FOR” each of the Proposals presented to TTNP Stockholders at the Special Meeting. When you consider the TTNP Board’s recommendation of these Proposals, you should keep in mind that the directors and officers of TTNP have interests in the Business Combination that may conflict with your interests as a stockholder. See the section titled “The Business Combination Proposal — Interests of TTNP’s Directors and Officers in the Business Combination” in this proxy statement/prospectus.

By Order of the TTNP Board,

Sincerely,

Seow Gim Shen

Chief Executive Officer and Chairman

[●], 2024

This proxy statement/prospectus is dated [●], 2024 and is first being mailed to TTNP Stockholders on or about [●], 2024.

THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS PROVIDES THE TTNP STOCKHOLDERS WITH DETAILED INFORMATION ABOUT THE BUSINESS COMBINATION AND OTHER MATTERS TO BE CONSIDERED AT THE SPECIAL MEETING. YOU ARE ENCOURAGED TO READ THIS ENTIRE DOCUMENT, INCLUDING THE ANNEXES AND OTHER DOCUMENTS REFERRED TO THEREIN, CAREFULLY AND IN THEIR ENTIRETY. YOU SHOULD ALSO CAREFULLY CONSIDER THE RISK FACTORS DESCRIBED IN “RISK FACTORS” BEGINNING ON PAGE 41 OF THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

Titan Pharmaceuticals, Inc.

10 East 53rd St., Suite 3001

New York NY 10022-5064

Telephone No.: (786) 769-7512

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF TITAN

PHARMACEUTICALS, INC. TO BE HELD ON [●], 2024

TO THE STOCKHOLDERS OF TITAN PHARMACEUTICALS, INC.:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “Special Meeting”) of Titan Pharmaceuticals, Inc., a Delaware corporation (“TTNP” or “Parent”), will be held on [●], 2024 at [●], Eastern Time, via live audio webcast over the internet at [●], or at such other time, on such other date and at such other place to which the meeting may be adjourned. You will be able to attend, vote your shares and submit questions during the Special Meeting via a live webcast available at the website address above.

The board of directors of TTNP (the “TTNP Board”) has approved a Merger and Contribution and Share Exchange Agreement, dated August 19, 2024 (as may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), with BSKE Ltd, a Cayman Islands exempted company limited by shares (“PubCo” or “BSKE”), TTNP Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of PubCo (“Merger Sub” and, together with PubCo, each, individually, an “Acquisition Entity” and, collectively, the “Acquisition Entities”), and KE Sdn. Bhd., a Malaysia private limited company (“KE Sdn” or “Company”).

At the Special Meeting, TTNP Stockholders will be asked to consider and vote upon the following Proposals:

(1) The Business Combination Proposal — to consider and vote upon a proposal:

(a) to approve and adopt the Merger; and

(b) to adopt and approve the transactions contemplated thereby, including, among other things, in related transactions:

● Pursuant to the Merger Agreement, and in accordance with the Delaware General Corporation Law, Merger Sub will merge with and into TTNP (the “TTNP Merger”); the separate existence of Merger Sub will cease; and Parent will be the surviving corporation of the TTNP Merger and a direct wholly owned subsidiary of PubCo (Parent is hereinafter referred to for the periods from and after the TTNP Merger Effective Time (as defined herein) as the “Surviving Corporation”).

● Pursuant to the Merger Agreement, within five business days after the registration statement of which this proxy statement/prospectus forms a part becomes effective, PubCo, TTNP, and the Company will, and each of the KE Shareholders may elect to, enter into a share exchange agreement (“Share Exchange Agreement”), pursuant to which, immediately following effectiveness of the TTNP Merger, each Company Shareholder entering into the Share Exchange Agreement will contribute and exchange all of his Company shares in exchange for PubCo ordinary shares, $0.001 par value (“PubCo Ordinary Shares”) (the “Contribution and Exchange” and, together with the TTNP Merger, the “Business Combination”). If all KE Shareholders enter into and consummate the Share Exchange Agreement, the Company will thereupon be a direct wholly owned subsidiary of PubCo. TTNP may terminate the Merger Agreement if fewer than all KE Shareholders enter into the Share Exchange Agreement within the specified period. Any transactions and Ancillary Agreements (as defined herein) contemplated by the Merger Agreement, are referred to as the “Transactions,” and together with the TTNP Merger, collectively referred to as the “Business Combination.” (the “Business Combination Proposal”).

(2) The Nasdaq Proposal  — to consider and vote upon a proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635, the issuance of PubCo Ordinary Shares in connection with the Business Combination and the resulting change in control (the “Nasdaq Proposal”); and

(3) The Adjournment Proposal — to approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary.

Only holders of record of common stock of TTNP, par value $0.001 per share (the “TTNP Common Stock”) at the close of business on [●], 2024 (the “Record Date”) are entitled to notice of the Special Meeting and to vote at the Special Meeting and any adjournments or postponements of the Special Meeting. Please note that you will not be able to attend the Special Meeting in person. You will be able to attend the Special Meeting by visiting [●]. TTNP recommends that you log in at least 15 minutes before the Special Meeting to ensure you are logged in when the meeting starts.

The Business Combination Proposal and the Nasdaq Proposal are cross conditioned on the approval of each other. The PubCo Charter (as defined herein) will take effect upon the Closing (as defined herein). The Adjournment Proposal is not conditioned upon the approval of any other Proposal set forth in this proxy statement/prospectus.

Each of these Proposals is more fully described in the accompanying proxy statement/prospectus, which you are encouraged to read carefully and in its entirety. Unless waived in accordance with the Merger Agreement, the consummation of the Business Combination is also subject to customary closing conditions, among other terms.

Mr. Dato’ Seow Gim Shen, Chairman of the TTNP Board and Chief Executive Officer of TTNP, is the holder of 47.4% of the outstanding shares of the Company. In addition, Mr. Seow is the sole shareholder of The Sire Group Ltd. (“Sire”), which is the holder of 150,087 shares of TTNP Common Stock issued upon conversion of TTNP Series AA Preferred Stock (as defined herein). Sire intends to vote its TTNP Common Stock in favor of the Business Combination Proposal, the Nasdaq Proposal, and if brought before the meeting, the Adjournment Proposal. By virtue of the TTNP Merger, Sire’s remaining TTNP Series AA Preferred Stock will be exchanged for the right to receive [869,226] PubCo Ordinary Shares, in addition to the PubCo Ordinary Shares that Sire will have the right to receive in exchange for its TTNP Common Stock. It is expected that Mr. Seow will own, beneficially, 48.9% of the outstanding shares of the combined company following the TTNP Merger.

The approval of the Business Combination Proposal requires the affirmative vote of a majority of the issued and outstanding shares of TTNP Common Stock as of the Record Date for the Special Meeting. The TTNP Board has already approved the Merger Agreement and the Transactions and recommends that TTNP Stockholders vote “FOR” the Business Combination Proposal. The approval of all other Proposals presented in the accompanying proxy statement/prospectus require the affirmative vote of a majority of the shares of TTNP Common Stock cast by the stockholders represented in person or by proxy and entitled to vote thereon at the Special Meeting.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the annexes thereto) for a more complete description of the proposed Business Combination and related Transactions and each of the Proposals. You are encouraged to read this proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call at [***],

TTNP’s proxy solicitor, by calling ***, or by emailing ***. 

By Order of the TTNP Board,

Dato’ Seow Gim Shen

Chief Executive Officer and Chairman

TABLE OF CONTENTS

ABOUT THIS PROXY STATEMENT/PROSPECTUS	1
MARKET AND INDUSTRY DATA	2
TRADEMARKS, SERVICE MARKS AND TRADE NAMES	2
ADDITIONAL INFORMATION	2
FREQUENTLY USED TERMS	3
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	7
QUESTIONS AND ANSWERS FOR STOCKHOLDERS OF TTNP	8
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS	19
SUMMARY RISK FACTORS	33
SELECTED HISTORICAL FINANCIAL INFORMATION AND OPERATING DATA OF THE COMPANY	38
SELECTED HISTORICAL FINANCIAL INFORMATION OF TTNP	39
COMPARATIVE PER SHARE INFORMATION	40
RISK FACTORS	41
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION	76
SPECIAL MEETING OF TTNP STOCKHOLDERS	86
THE BUSINESS COMBINATION PROPOSAL	89
THE NASDAQ PROPOSAL	115
THE ADJOURNMENT PROPOSAL	116
INFORMATION ABOUT TTNP	117
DIRECTORS AND OFFICERS OF TTNP	118
INFORMATION RELATED TO PUBCO	126
INFORMATION RELATED TO THE COMPANY	126
TTNP’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION	141
THE COMPANY’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	151
MANAGEMENT OF PUBCO FOLLOWING THE BUSINESS COMBINATION	168
TTNP SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	174
BENEFICIAL OWNERSHIP OF SECURITIES AFTER THE BUSINESS COMBINATION	175
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	176
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS OF THE BUSINESS COMBINATION	178
DESCRIPTION OF PUBCO SECURITIES	191
COMPARISON OF CORPORATE GOVERNANCE AND SHAREHOLDER RIGHTS	194
REGULATIONS APPLICABLE TO THE COMPANY	207
SHARES ELIGIBLE FOR FUTURE SALE	220
STOCK MARKET AND DIVIDEND INFORMATION	222
ANNUAL MEETING SHAREHOLDER PROPOSALS	222
LEGAL MATTERS	222
EXPERTS	222
TRANSFER AGENT AND REGISTRAR	223
SUBMISSION OF STOCKHOLDER PROPOSALS	223
STOCKHOLDER COMMUNICATIONS	223
WHERE YOU CAN FIND MORE INFORMATION	223
INDEX OF FINANCIAL STATEMENTS	F-1

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by BSKE Ltd, a Cayman Islands exempted company limited by shares (“PubCo”), constitutes a prospectus of PubCo under Section 5 of the U.S. Securities Act of 1933, as amended (the “Securities Act”) with respect to the PubCo Ordinary Shares (as defined herein) to be issued to shareholders of the Company (the “KE Shareholders”) and stockholders of Titan Pharmaceuticals, Inc. (the “TTNP Stockholders”) if the Business Combination (as defined herein) is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the Special Meeting at which TTNP Stockholders shall be asked to consider and vote upon a proposal to approve the Business Combination, by the adoption of the Merger Agreement and the Transactions, among other matters.

References to “U.S. Dollars” and “$” in this proxy statement/prospectus are to United States dollars, the legal currency of the United States. References to “Ringgit Malaysia” and “MYR” in this proxy statement/prospectus are to the legal currency of Malaysia. References to “SGD” in this proxy statement/prospectus are to the legal currency of Republic of Singapore. Discrepancies in any table between totals and sums of the amounts listed are due to rounding. Certain amounts and percentages have been rounded; consequently, certain figures may add up to be more or less than the total amount, and certain percentages may add up to be more or less than 100% due to rounding.

PubCo is a Cayman Islands holding company. PubCo’s business is conducted by its subsidiaries, the Company in Malaysia, using MYR, and Keda Pte. Ltd in Singapore, using SGD. The Company’s consolidated financial statements are presented in U.S. Dollars. In this proxy statement/prospectus, the Company’s assets, obligations, commitments, and liabilities in its consolidated financial statements are referred to in U.S. Dollars. These U.S. Dollars references are based on the exchange rate of MYR to U.S. Dollars and SGD to U.S. Dollars, determined as of a specific date or for a specific period. Changes in the exchange rate will affect the amount of the Company’s obligations and the value of its assets in terms of U.S. Dollars, which may result in an increase or decrease in the amount of the Company’s obligations (expressed in U.S. Dollars) and the value of its assets, including accounts receivable (expressed in U.S. Dollars).

Reference to the “LPD” in this proxy statement/prospectus is to June 30, 2024, which is the latest practicable date prior to the registration of this proxy statement/prospectus with the SEC.

You should rely only on the information contained in this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in this proxy statement/prospectus. This proxy statement/prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. Neither the mailing of this proxy statement/prospectus to TTNP Stockholders, nor the issuance by PubCo of its PubCo Ordinary Shares in connection with the Business Combination will create any implication to the contrary. Information contained in this proxy statement/prospectus regarding TTNP has been provided by TTNP, and information contained in this proxy statement/prospectus regarding PubCo and the Company (as defined herein) has been provided by PubCo and the Company. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

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MARKET AND INDUSTRY DATA

This proxy statement/prospectus contains estimates, projections, and other information concerning the Company’s industry and business, as well as data regarding market research, estimates, and forecasts prepared by the Company’s management. 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. The industry in which the Company operates is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors.” Unless otherwise expressly stated, the Company obtained this industry, business, market, and other data from reports, research surveys, studies, and similar data prepared by market research firms and other third parties, industry and general publications, and similar sources. In some cases, the Company does not expressly refer to the sources from which this data is derived. In that regard, when the Company refers to one or more sources of this type of data in any paragraph, you should assume that other data of this type appearing in the same paragraph is derived from sources which the Company paid for, sponsored, or conducted, unless otherwise expressly stated or the context otherwise requires. Forecasts and other forward-looking information with respect to industry, business, market, and other data are subject to the same qualifications and additional uncertainties regarding the other forward-looking statements in this proxy statement/prospectus. See “Cautionary Note Regarding Forward-Looking Statements.”

TRADEMARKS, SERVICE MARKS AND TRADE NAMES

The name, logos and other trademarks and service marks of the Company and TTNP appearing in this proxy statement/prospectus are the property of the Company and TTNP, respectively. Solely for convenience, some of the trademarks, service marks, logos and trade names referred to in this proxy statement/prospectus are presented without the applicable ®, TM or SM symbols, but such references are not intended to indicate, in any way, that the Company or TTNP, as applicable, will not assert, to the fullest extent under applicable law, its rights or the rights of the applicable licensors to these trademarks, service marks and trade names. This proxy statement/prospectus contains additional trademarks, service marks and trade names of others. All trademarks, service marks and trade names appearing in this proxy statement/prospectus are, to the knowledge of the TTNP, the Company, and PubCo, the property of their respective owners. Any use or display of other companies’ trademarks, service marks, copyrights or trade names does not imply a relationship with, or endorsement or sponsorship of TTNP, the Company, or PubCo by, any other companies.

ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information that is not included in or delivered with this proxy statement/prospectus. This information is available for you to review through the SEC’s website at www.sec.gov. You may request copies of this proxy statement/prospectus or other information concerning TTNP, without charge, by phone or by written request directed to TTNP at:

Titan Pharmaceuticals, Inc.

10 East 53rd St., Suite 3001

New York NY 10022-5064

Telephone No.: (786) 769-7512

Attn: Dato’ Seow Gim Shen

You may also request information by contacting TTNP’s proxy solicitor at:

PROXY SOLICITOR

Individuals call toll-free (800) ***

Banks and brokers call ***

Email: ***

In order for you to receive timely delivery of the documents in advance of the Special Meeting to be held on [●], 2024, you must request the information no later than five business days prior to the date of the Special Meeting, or by [●], 2024.

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FREQUENTLY USED TERMS

“Acquisition Entities” means, collectively, PubCo and Merger Sub, and each, individually, an “Acquisition Entity.”

“Acquisition Proposal” means, as to the Company or TTNP, other than the Transactions, any offer or proposal relating to: (a) any acquisition or purchase, direct or indirect, of (i) 20% or more of the consolidated assets of such Person and its Subsidiaries or (ii) 20% or more of any class of equity or voting securities of (x) such Person or (y) one or more Subsidiaries of such Person holding assets constituting, individually or in the aggregate, 20% or more of the consolidated assets of such Person and its Subsidiaries; (b) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in any Person beneficially owning 20% or more of any class of equity or voting securities of such Person or (ii) one or more Subsidiaries of such Person holding assets constituting, individually or in the aggregate, 20% or more of the consolidated assets of such Person and its Subsidiaries; or (c) a merger, consolidation, share exchange, business combination, sale of substantially all the assets, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving (i) such Person or (ii) one or more Subsidiaries of such Person holding assets constituting, individually or in the aggregate, 20% or more of the consolidated assets of such Person and its Subsidiaries. Notwithstanding anything to the contrary, any transaction in which the Company or one of its Subsidiaries or Affiliates acquires another entity for strategic purposes, as reasonably determined by the Company, shall not be deemed an “Acquisition Proposal.”

“Action” means any action, lawsuit, complaint, claim, petition, suit, audit, examination, assessment, arbitration, mediation or inquiry, or any proceeding or investigation, by or before any governmental authority.

“Adjournment Proposal” means the proposal to be considered at the Special Meeting to adjourn the Special Meeting to a later date or dates, if necessary to permit further solicitation and vote of proxies if it is determined by TTNP that more time is necessary or appropriate to approve one or more proposals at the Special Meeting.

“Affiliates” means, with respect to any specified Person, any Person that, directly or indirectly, controls, is controlled by, or is under common control with, such specified Person, whether through one or more intermediaries or otherwise. The term “control” (including the terms “controlling”, “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Ancillary Agreements” means, collectively, the Share Exchange Agreement, the Registration Rights Agreement, and the PubCo Governing Documents.

“Business Combination” means the TTNP Merger the Contribution and Exchange, and the Transactions, and each other transaction, document or agreement contemplated thereby, to be consummated pursuant to the Merger Agreement.

“Business Combination Proposal” means the proposal to approve the adoption of the Merger Agreement and the Transactions.

“Cayman Companies Act” means the Companies Act (as revised) of the Cayman Islands.

“Closing” means the closing of the Business Combination.

“Closing Date” means the date on which the Business Combination is consummated.

“Company” or “Company Group” means KE Sdn. Bhd., a Malaysia private limited company, and, as the context requires, the Company’s subsidiary, KEDA Pte Ltd.

“Company Board” means the Board of Directors of KE Sdn. Bhd.

“Company Exchange Ratio” means 8.524.

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“Company Governing Documents” means the Company’s Constitution.

“Company Shares” means ordinary shares of the Company.

“Company Transaction Expenses” means fees and disbursements incurred by the Company or the KE Shareholders in connection with the Transactions for the categories listed on Schedule 2.1(b)(i) to the Merger Agreement.

“Continental” means Continental Stock Transfer & Trust Company.

“Contribution and Exchange” means the contribution of KE Sdn shares to PubCo in exchange for PubCo ordinary shares in PubCo.

“DGCL” means the General Corporation Law of the State of Delaware.

“Disclosure Letter” means the disclosure letter to the Company or disclosure letter from the Company to TTNP, as the case may be, which forms part of the Merger Agreement.

“Exchange Effective Time” means the date and time that the Contribution and Exchange becomes effective in accordance with the Merger Agreement.

“Governmental Authority” means any federal, state, provincial, municipal, local, international, supranational or foreign government, governmental authority, regulatory or administrative agency (which for the purposes of this Agreement shall include the SEC), governmental commission, department, board, bureau, agency, court, arbitral tribunal, securities exchange or similar body or instrumentality thereof.

“Governmental Order” means any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any Governmental Authority.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012.

“KE Sdn” means KE Sdn. Bhd., a Malaysia private limited company.

“KE Shareholders” means Dato’ Seow Gim Shen, Eddie Tan Chee Wei, Koay Chee Leong, Kong Chien Hoi and Goh Chee Siong. 

“Merger Sub” means TTNP Merger Sub, Inc., a Delaware corporation and wholly owned direct subsidiary of PubCo.

“Mr. Seow” means Mr. Dato’ Seow Gim Shen, the owner of Sire and Chairman and Chief Executive Officer of Parent.

“Nasdaq” means the Nasdaq Global Market or Nasdaq Capital Market.

“Nasdaq Proposal” means the proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635, the issuance of PubCo Ordinary Shares in connection with the Business Combination.

“Parent Transaction Expenses” means fees and disbursements incurred by the Company or the KE Shareholders in connection with the Transactions for the categories listed on Schedule [●] to the Merger Agreement.

“PCAOB” means the United States Public Company Accounting Oversight Board and any division or subdivision thereof.

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“Person” means any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, trust, estate, joint venture, joint stock company, Governmental Authority or instrumentality or other entity of any kind.

“Proposals” means the Business Combination Proposal, the Nasdaq Proposal, and the Adjournment Proposal.

“PubCo Board” means the board of directors of PubCo.

“PubCo Charter” means the amended and restated memorandum of association and articles of association of PubCo, to be adopted by PubCo, in the form attached this proxy statement/prospectus as Annex B.

“PubCo Warrants” means any warrants issued by PubCo in exchange for TTNP warrants held by TTNP stockholders.

“PubCo Ordinary Shares” means the ordinary shares of PubCo, par value $0.001 per share.

“Record Date” means [●], 2024 the record date for the Special Meeting.

“Registration Rights Agreement” means a registration rights agreement to be entered into at the Closing among PubCo, Mr. Seow and Sire, pursuant to which, among other things, PubCo will agree to provide Mr. Seow and Sire with certain rights relating to the registration for resale of the PubCo Ordinary Shares that they will receive in the TTNP Merger or the Contribution and Exchange.

“Regulatory Approvals” means any necessary or advisable regulatory approvals, consents, Actions, non-actions or waivers in order to complete lawfully the Transactions.

“Related Parties” means Sire and TTNP’s officers and directors.

“Representatives” of a Person means, collectively, officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives of such Person or its Affiliates.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the United States Securities Act of 1933, as amended.

“Share Exchange Agreement” means an agreement among PubCo, TTNP, Company, and KE Shareholders who elect to become a party thereto pursuant to which those KE Shareholders will contribute to PubCo all of their Company Shares in exchange for PubCo Ordinary Shares.

“Sire” means The Sire Group Ltd., a Seychelles company wholly owned by Mr. Seow.

“Special Meeting” means the special meeting of the TTNP Stockholders, to be held on [●], 2024 at [●] Eastern time, via live audio webcast over the internet at [●], or at such other time, on such other date and at such other place to which the meeting may be adjourned, for the purpose of voting on TTNP’s proposed Business Combination with PubCo and the Company and the other matters described in the accompanying proxy statement/prospectus.

“Surviving Corporation” means, with respect to the periods from and after the Merger Effective Time, TTNP, the surviving corporation of the Merger.

“TTNP Public Shares” means shares of TTNP Common Stock held other than by the Related Parties.

“Trading Market” means the national stock exchange on which the PubCo Ordinary Shares are listed for trading.

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“Transactions” means, collectively, the TTNP Merger Contribution and Exchange, and each of the other transactions contemplated by the Merger Agreement or any of the Ancillary Agreements.

“Transaction Financing” means transaction financing in the form of written commitments for a private placement of equity, debt or other alternative financing to PubCo, from Transaction Investors, to be agreed by Parent and the Company, in an amount up to $1 million.

“Transaction Investor” means any investor in the Transaction Financing.

“TTNP” means Titan Pharmaceuticals, Inc., a Delaware corporation.

“TTNP Board” means the board of directors of TTNP.

“TTNP Bylaws” means the bylaws of TTNP in effect immediately prior to the TTNP Merger Effective Time, as amended and/or restated from time to time.

“TTNP Capital Stock” means, collectively, the TTNP Common Stock and the preferred stock of TTNP, par value $0.001 per share.

“TTNP Charter” means the Amended and Restated Certificate of Incorporation of TTNP, dated January 23, 1996, as amended and/or restated from time to time.

“TTNP Common Stock” means TTNP Common Stock, par value $0.001 per share.  

“TTNP Governing Documents” means, collectively, the TTNP Charter and the TTNP Bylaws.

“TTNP Merger” means the merger of Merger Sub with and into TTNP.

“TTNP Merger Effective Time” means the date and time that the TTNP Merger becomes effective in accordance with the Merger Agreement.

“TTNP Series AA Preferred Stock” means the TTNP Series AA Convertible Preferred Stock.

“TTNP Stockholder” means a holder of shares of TTNP Capital Stock.

“TTNP Stockholders’ Approval” means the approval of the Proposals, in the case of the Business Combination Proposal, by an affirmative vote of the holders of at least a majority of the outstanding shares of TTNP Common Stock represented in person or by proxy and entitled to vote thereon at the Special Meeting, and with respect to each other Proposal by the affirmative vote of holders of a majority of the shares of TTNP Common Stock cast by the stockholders represented in person or by proxy and entitled to vote thereon at the Special Meeting.

“U.S. GAAP” means accounting principles generally accepted in the United States of America.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements regarding, among other things, the plans, strategies and prospects, both business and financial of TTNP and the Company. These statements are based on the beliefs and assumptions of the management of TTNP and the Company. Although TTNP and the Company believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither TTNP nor the Company can assure you that either will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. The words “anticipates,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predicts,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements appear in a number of places throughout this proxy statement/prospectus and include statements regarding TTNP’s and the Company’s intentions, beliefs or current expectations concerning, among other things, the Business Combination, the benefits and synergies of the Business Combination, including anticipated cost savings, results of operations, financial condition, liquidity, prospects, growth, strategies, future market conditions or economic performance and developments in the capital and credit markets and expected future financial performance, the markets in which the Company operates as well as any information concerning possible or assumed future results of operations of PubCo after the consummation of the Business Combination.

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus, and current expectations, forecasts and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing TTNP’s or the Company’s views as of any subsequent date, and neither undertakes any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

In addition, statements that TTNP or the Company “believes” and similar statements reflect such parties’ beliefs and opinions on the relevant subject. These statements are based upon information available to such party as of the date of this proxy statement/prospectus, and while such party believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and these statements should not be read to indicate that either TTNP or the Company has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.

You should not place undue reliance on these forward-looking statements in deciding how to grant your proxy or instruct how your vote should be cast or vote your shares on the Proposals set forth in this proxy statement/prospectus. As a result of a number of known and unknown risks and uncertainties, KE Sdn’s actual results or performance may be materially different from those expressed or implied by its forward-looking statements. Some factors that could cause KE Sdn’s actual results to differ include:

● any developments related to the COVID-19 pandemic, including, among others, numbers of COVID-19 cases and the occurrence of new COVID-19 strains that might evade existing control measures and lead to the worsening or extension of adverse economic or movement control measures;

● the Company’s ability to grow market share in its existing markets or any new markets it may enter;

● the Company’s ability to execute its growth strategy, manage growth and maintain its corporate culture as it grows;

● the regulatory environment and changes in laws, regulations or policies in the jurisdictions in which the Company operates;

● political instability in the jurisdictions in which the Company operates;

● anticipated technology trends and developments and the Company’s ability to address those trends and developments with its products and offerings;

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● the ability to protect information technology systems and platforms against security breaches or otherwise protect confidential information or platform users’ personally identifiable information;

● the risk that the Business Combination disrupts current plans and operations of the Company as a result of the announcement and consummation of the Business Combination;

● man-made or natural disasters, including war, acts of international or domestic terrorism, civil disturbances, occurrences of catastrophic events and acts of God such as floods, earthquakes, wildfires, typhoons and other adverse weather and natural conditions that affect the Company’s business or assets;

● the loss of key personnel and the inability to replace such personnel on a timely basis or on acceptable terms;

● PubCo’s ability to raise financing in the future;

● exchange rate fluctuations;

● legal, regulatory and other proceedings;

● changes in interest rates or rates of inflation;

● tax laws and the interpretation and application thereof by tax authorities in the jurisdictions where the Company operates;

● TTNP’s and the Company’s ability to successfully secure the Transaction Financing;

● the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement;

● PubCo’s ability to initially list, and once listed, maintain the listing of its securities on Nasdaq following the Business Combination; and

● other factors detailed under the section titled “Risk Factors.”

QUESTIONS AND ANSWERS FOR STOCKHOLDERS OF TTNP

The following questions and answers briefly address some commonly asked questions about the Proposals to be presented at the Special Meeting. The following questions and answers do not include all the information that is important to TTNP Stockholders. TTNP Stockholders are urged to carefully read this entire proxy statement/prospectus, including the annexes and other documents referred to herein, to fully understand the proposed Business Combination and the voting procedures for the Special Meeting.

Q. Why am I receiving this proxy statement/prospectus?

A. TTNP stockholders are being asked to consider and vote upon a proposal to approve and adopt the Business Combination and certain related Proposals. You are receiving this proxy statement/prospectus because you hold shares of TTNP Common Stock as of the Record Date for the Special Meeting.

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TTNP, PubCo, and KE Sdn have agreed to the Business Combination under the terms of the Merger Agreement that is described in this proxy statement/prospectus. Pursuant to the terms of the Merger Agreement, among other things, (i) Merger Sub, a wholly owned direct subsidiary of PubCo will merge with and into TTNP, with TTNP surviving such merger as a wholly owned subsidiary of PubCo; and (ii) and, within five business days after the registration statement of which this proxy statement/prospectus forms a part becomes effective, PubCo, TTNP, and the Company will, and each of the KE Shareholders may elect to, enter into a Share Exchange Agreement, pursuant to which, immediately following effectiveness of the TTNP Merger, each Company Shareholder entering into the Share Exchange Agreement will contribute and exchange all of his Company shares in exchange for PubCo Ordinary Shares. If all KE Shareholders enter into and consummate the Share Exchange Agreement, the Company will thereupon be a direct wholly owned subsidiary of PubCo. TTNP may terminate the Merger Agreement if fewer than all KE Shareholders enter into the Share Exchange Agreement within the specified period.

TTNP’s Common Stock is publicly traded on the Nasdaq Capital Market under the symbol “TTNP.” PubCo has applied for listing, to be effective at the time of the Business Combination, of PubCo Ordinary Shares on Nasdaq under the proposed trading symbol “SIRE.”

This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Special Meeting, along with important information about PubCo and the business of PubCo and its subsidiaries following consummation of the Business Combination. You should read this proxy statement/prospectus and its annexes carefully and in their entirety.

Q. What Proposals are TTNP Stockholders being asked to vote upon?

A: At the Special Meeting, TTNP is asking holders of TTNP Common Stock to consider and vote upon the following Proposals:

1.	The Business Combination Proposal — to consider and vote upon a proposal to approve and adopt the Merger Agreement and the Transactions. See the section titled “The Business Combination Proposal.”
2.	The Nasdaq Proposal — to consider and vote upon a proposal to approve, for purposes of complying with Nasdaq Listing Rule 5635, the issuance of PubCo Ordinary Shares in connection with the Business Combination that will result in a change of control. See the section titled “The Nasdaq Proposal.”
3.	The Adjournment Proposal — to consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates to permit further solicitation and voting of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Business Combination Proposal. See the section titled “The Adjournment Proposal.”

TTNP shall hold the Special Meeting for its stockholders to consider and vote upon these Proposals. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the Special Meeting. Stockholders should read it carefully.

The vote of stockholders is important. Stockholders are encouraged to submit their completed proxy card as soon as possible after carefully reviewing this proxy statement/prospectus.

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Q: What equity stake will holders of TTNP Public Shares, holders of Company Shares and KE Shareholders hold in PubCo upon completion of the Business Combination?

A. It is anticipated that upon consummation of the Business Combination, PubCo will become a new public company, and the former holders of securities of TTNP and the Company shall all become security holders of PubCo.

Pursuant to the Merger Agreement, and in accordance with the Delaware General Corporation Law, Merger Sub will merge with and into TTNP; the separate existence of Merger Sub will cease; and Parent will be the surviving corporation of the TTNP Merger and a direct wholly owned subsidiary of PubCo.

Pursuant to the Merger Agreement, within five business days after the registration statement of which this proxy statement/prospectus forms a part becomes effective, PubCo, TTNP, and the Company will, and each of the KE Shareholders may elect to, enter into a Share Exchange Agreement, pursuant to which, immediately following effectiveness of the TTNP Merger, each Company Shareholder entering into the Share Exchange Agreement will contribute and exchange all of his Company shares in exchange for PubCo Ordinary Shares. If all KE Shareholders enter into and consummate the Share Exchange Agreement, the Company will thereupon be a direct wholly owned subsidiary of PubCo. TTNP may terminate the Merger Agreement if fewer than all KE Shareholders enter into the Share Exchange Agreement within the specified period. Pursuant to the Merger Agreement, at the TTNP Merger Effective Time:

● By virtue of the TTNP Merger, and without any action on the part of any party to the Merger Agreement or the holders of securities of Merger Sub, each share of Merger Sub that is issued and outstanding immediately prior to the TTNP Merger Effective Time shall automatically be converted into an equal number of shares of the Surviving Corporation.

● At the TTNP Merger Effective Time, by virtue of the TTNP Merger and conditioned on the consummation of the Business Combination, and without any action on the part of the holders of TTNP Common Stock, each share of TTNP Common Stock that is issued and outstanding immediately prior to the TTNP Merger Effective Time shall automatically be cancelled and cease to exist in exchange for the right to receive, upon delivery of the Transmittal Documents, as defined in the Merger Agreement, one PubCo Ordinary Share.

● At the TTNP Merger Effective Time, by virtue of the TTNP Merger and conditioned on the consummation of the Business Combination, and without any action on the part of the holders of TTNP Series AA Preferred Stock, each share of TTNP Series AA Preferred Stock that is issued and outstanding immediately prior to the TTNP Merger Effective Time, shall automatically be cancelled and cease to exist in exchange for the right to receive, upon delivery of the Transmittal Documents, 1.07296 PubCo Ordinary Shares.

● At the TTNP Merger Effective Time, without any action on the part of any holder of TTNP warrants or options (as defined in the Merger Agreement), each TTNP warrant or option that is issued and outstanding immediately prior to the TTNP Merger Effective Time shall become a warrant or option, as applicable, to purchase that number of PubCo Ordinary Shares equal to the number of shares of TTNP Common Stock that would have been issuable upon the exercise of that warrant or option, as applicable, at an exercise price per share equal to the per share exercise price of such warrant or option, and otherwise upon the same terms and conditions, as set forth in the applicable underlying agreement. Other than as described in the immediately preceding sentence, each such warrant or option so assumed shall continue to have, and shall be subject to, the same terms and conditions as applied to the underlying warrant or option immediately prior to the TTNP Merger Effective Time. Notwithstanding the foregoing, a holder of those certain Parent Class B Warrants, initially exercisable October 18, 2019, expiring October 17, 2024; or those certain TTNP warrants initially exercisable February 9, 2020, expiring February 9, 2025; or those certain TTNP warrants initially exercisable July 9, 2020, expiring July 9, 2025; or those certain TTNP warrants initially exercisable October 30, 2020, expiring December 1, 2025; or those certain TTNP warrants initially exercisable January 20, 2021, expiring July 20, 2026; or those certain TTNP warrants initially exercisable February 4, 2022, expiring August 4, 2027, may, within 30 days after the consummation of the TTNP Merger, require the Surviving Corporation to purchase the unexercised portion of those warrants from the holder at the Black Scholes Value (as defined in the warrant) of that portion.

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● If there are any shares of TTNP capital stock that are owned by TTNP as treasury shares or any shares of TTNP capital stock owned by any direct or indirect subsidiary of TTNP immediately prior to the TTNP Merger Effective Time, such shares of TTNP capital stock shall be canceled and shall cease to exist without any conversion thereof or payment or other consideration therefor.

Immediately following the TTNP Merger Effective Time, the Contribution and Exchange shall occur as follows (the “Exchange Effective Time”): Pursuant to the terms of the Share Exchange Agreement, each Company Shareholder electing to become a party thereto shall contribute to PubCo all of such Company Shareholder’s Company Shares, and in exchange for the contribution of such Company Shares, PubCo shall issue to such Company Shareholder for each Company Share contributed 8.524 newly issued PubCo Ordinary Shares. TTNP or the Company may terminate the Merger Agreement if fewer than all KE Shareholders elect to enter into the Share Exchange Agreement.

The following table sets forth varying pro forma voting power and implied ownership levels in PubCo immediately following the completion of the Business Combination. The ownership percentages reflected in the table are based upon the number of Company Shares and shares of TTNP Common Stock and TTNP Series AA Preferred Stock issued and outstanding as of [●], 2024, and are subject to the following additional assumptions: 

Security Holders	TTNP Pre-Merger Shares Outstanding			% of Outstanding			PubCo Post-Merger Pro forma			% of Outstanding			Merger Pro forma (Fully Diluted)			% of Outstanding
TTNP Directors and Officers		153,400	(1)		14.4	%		3,363,413	(2)		49.0	%		3,372,976	(2)(3)		49.0	%
TTNP Public Stockholders		910,921			86.6	%		910,921			13.2	%		910,921			13.2	%
KE Shareholders		150,087	(1)		14.1	%		5,963,233	(2)		86.7	%		5,963,233	(2)		86.7	%
Total Shares outstanding at Closing, not reflecting potential sources of dilution		1,064,321			100.00	%		6,877,467			100.00	%		6,877,467			92.2	%
Potential sources of dilution
TTNP Option(4)		-			0.00	%		-			0.00	%		96,833			1.3	%
TTNP Warrant(4)		-			0.00	%		-			0.00	%		482,594			6.5	%
Total Share outstanding at Closing		1,064,321			100	%		6,877,467			100.00	%		7,456,894			100.00	%

For purposes of the table above:

(1) Includes 150,087 shares (14.1%) of TTNP Common Stock issued to Sire upon conversion of TTNP Series AA Preferred Stock. Mr. Seow, a KE Shareholder, is TTNP’s Chairman and Chief Executive Officer and Sire’s sole shareholder.

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(2) Includes 1,019,313 shares (14.8%) held by Sire. Mr. Seow, TTNP’s Chairman and Chief Executive Officer, is Sire’s sole shareholder.

(3) Includes 6,250 shares of TTNP Common Stock subject to options exercisable within 60 days of the Record Date held by Mr. Ben-Tzvi. Mr. Ben-Tzvi is a member of the TTNP Board.

(4) Assumes options and warrants are exercised post-TTNP Merger

If any of these assumptions are not correct, these percentages will be different.

Q. What conditions must be satisfied to complete the Business Combination?

A. There are a number of closing conditions to the Business Combination, including, but not limited to, the following:

● TTNP Stockholders’ Approval shall have been obtained;

● all required regulatory approvals shall have been obtained or have expired or been terminated, as applicable;

● the registration statement filed with the SEC in connection with the Business Combination shall have become effective under the Securities Act, and no stop order suspending the effectiveness of the proxy statement/prospectus shall have been issued, and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn;

● the PubCo Ordinary Shares to be issued in connection with the Transactions shall have been approved for listing on Nasdaq, subject only to official notice of issuance thereof;

● no Governmental Authority (as defined in the Merger Agreement) shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) or Governmental Order that is then in effect and which has the effect of making the Transactions illegal or which otherwise prevents or prohibits consummation of the Transactions;

● each of the representations and warranties of the Company contained in the Merger Agreement shall be accurate and complete as of the date thereof and as of the Closing Date, as though then made, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be accurate and complete at and as of such date, except for, in each case, inaccuracies or omissions that (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” (as defined in the Merger Agreement) or another similar materiality qualification set forth therein), individually or in the aggregate, have not had, and would not reasonably be expected to have, a Material Adverse Effect;

● each of the covenants of the Company to be performed or complied with as of or prior to the Closing shall have been performed or complied with in all material respects;

● there has not been any event that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

● each of the representations and warranties of TTNP and of each Acquisition Entity contained in the Merger Agreement shall be accurate and complete as of the date thereof and as of the Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be accurate and complete at and as of such date, and except for, in each case, inaccuracies or omissions that (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or another similar materiality qualification set forth therein) individually or in the aggregate, have not had, and would not reasonably be expected to have a Material Adverse Effect; and

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● each of the covenants of Parent and of each Acquisition Entity to be performed or complied with as of or prior to the Closing shall have been performed or complied with in all material respects.

For a summary of all of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section titled “The Business Combination Proposal — The Merger Agreement.”

Q. How many votes do I have at the Special Meeting?

A. Holders of TTNP Common Stock are entitled to one vote at the Special Meeting for each share held of record as of [●], 2024, the Record Date for the Special Meeting. As of the close of business on the Record Date, there were [1,064,321] shares of TTNP Common Stock issued and outstanding.

Q. What vote is required to approve the Proposals presented at the Special Meeting?

A. The approval of the Business Combination Proposal requires the affirmative vote of a majority of the issued and outstanding shares of TTNP Common Stock as of the Record Date. As a result, [378,761], or [41.6%] of the shares of TTNP Common Stock held other than by the Related Parties, or the TTNP Public Shares, must be voted in favor of the Business Combination in order to have the Business Combination approved. Accordingly, a TTNP Stockholder’s failure to vote by proxy or to vote via the virtual meeting platform at the Special Meeting or an abstention will have the same effect as a vote “AGAINST” the Business Combination Proposal.

The approval of all other Proposals presented in this proxy statement/prospectus require the affirmative vote of a majority of the shares of TTNP Common Stock cast by the stockholders represented in person or by proxy and entitled to vote thereon at the Special Meeting. Accordingly, a TTNP Stockholder’s failure to vote by proxy or to vote via the virtual meeting platform at the Special Meeting or an abstention will have no effect on the outcome of such Proposals.

Sire and TTNP’s directors and officers have stated their intention to vote their shares in favor of the Business Combination Proposal and all other Proposals presented in this proxy statement/prospectus. As a result, [378,761], or [41.6%], of the TTNP Public Shares, must be voted in favor of the Business Combination in order to have the Business Combination approved.

Q. What constitutes a quorum at the Special Meeting?

A. Holders of thirty-four percent (34%) of TTNP Common Stock issued and outstanding and entitled to vote at the Special Meeting constitute a quorum. In the absence of a quorum, the meeting chair has the power to adjourn the Special Meeting. As of the Record Date, [●] shares of TTNP Common Stock would be required to achieve a quorum.

Q. How many of the TTNP Public Shares must be voted in favor or the Business Combination to approve it?

A. To approve the Business Combination, [378,761], or approximately [41.6]%, of the 910,921 TTNP Public Shares, must be voted in favor of the Business Combination to approve it.

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Q. What interests do TTNP’s current officers and directors have in the Business Combination?

A. Certain TTNP Stockholders and the Chief Executive Officer have interests in the Business Combination that are different from or in addition to (and which may conflict with) your interest. These interests include:

● Mr. Seow, Chairman of the TTNP Board and Chief Executive Officer of TTNP, is the holder of 47.4% of the outstanding shares of the Company. In addition, Mr. Seow is the sole shareholder of Sire, which is the holder of 150,087 shares of TTNP Common Stock issued upon conversion of TTNP Series AA Preferred Stock. Sire intends to vote its TTNP Common Stock in favor of the Business Combination Proposal, the Nasdaq Proposal, and if brought before the meeting, the Adjournment Proposal. By virtue of the TTNP Merger, Sire’s remaining TTNP Series AA Preferred Stock will be exchanged for the right to receive 869,226 PubCo Ordinary Shares, in addition to the PubCo Ordinary Shares that Sire will have the right to receive in exchange for its TTNP Common Stock. It is expected that Mr. Seow will own, beneficially, 48.9% of the outstanding shares of the combined company following the TTNP Merger.

● TTNP’s existing officers and directors will be eligible for continued indemnification and continued coverage under a directors’ and officers’ liability insurance policy after the Business Combination and pursuant to the Merger Agreement.

The existence of the interests described above may result in a conflict of interest on the part of TTNP’s officers and directors in entering into the Merger Agreement and making their recommendation that you vote in favor of the approval of the Business Combination.

Q: Did the TTNP Board obtain a fairness opinion in determining whether or not to proceed with the Business Combination?

A. Yes. The TTNP Board appointed its independent board members to act as a Special Committee to evaluate the merits of the Business Combination. The TTNP Board determined that the formation of the Special Committee, which would be authorized to explore hiring a strategic advisor and independent counsel and to take any and all actions with respect to the consideration, analysis and negotiation of the Business Combination, constituted best governance practice. Because Mr. Seow, TTNP’s Chairman and Chief Executive Officer, is a principal shareholder of the Company, the Special Committee subsequently determined to obtain an opinion from an outside party regarding the fairness to TTNP’s stockholders of the transaction consideration (the “Fairness Opinion”). The Special Committee considered and evaluated several firms to provide the opinion before ultimately recommending that the TTNP Board engage King Kee Appraisal and Advisory Limited (“King Kee”). On August 16, 2024, King Kee furnished to the TTNP Board an opinion that the consideration to be paid pursuant to the Business Combination is fair to TTNP’s unaffiliated stockholders from a financial point of view. A copy of the Fairness Opinion is attached to this proxy statement/prospectus as Annex E. TTNP paid $30,000 to King Kee upon delivery of the Fairness Opinion materials. King Kee is not providing services to TTNP other than in connection with the preparation and delivery of the Fairness Opinion. A summary of the analyses prepared by King Kee in reaching this opinion, together with all assumptions related thereto, is set forth in the section titled: The Business Combination Proposal – Opinion of TTNP’s Financial Advisor.

Q: What factors did the TTNP Board consider in determining whether or not to proceed with the Business Combination?

A. The TTNP Board considered a number of factors pertaining to the Business Combination as generally supporting its decision to enter into the Merger Agreement and the Transactions contemplated thereby.

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In evaluating the Business Combination, the TTNP Merger and the other transactions contemplated by the Merger Agreement, the TTNP Board and the Special Committee consulted with its management, outside legal counsel and financial advisor. The TTNP Board determined that entering into the Merger Agreement with the Company provided the best alternative reasonably available to TTNP for maximizing shareholder value, including when compared to continuing to operate on a standalone basis and other reasonably actionable strategic alternatives such as those that TTNP had evaluated consistently in recent years, including potential combinations with other companies, acquisitions of assets, and exploration of other potential growth opportunities. The TTNP Board considered a number of factors pertaining to the Business Combination as generally supporting its decision to enter into the Merger Agreement and the Transactions contemplated thereby, including, but not limited to (i) a large addressable market in the Asia-Pacific region providing the Company significant growth potential, (ii) the belief that the Company has sustainable competitive advantages with respect to its established distribution of human capital management solutions within the Asia-Pacific region, (iii) the Company’s significant technological capabilities and partnerships within the human resources and payroll solutions industries, (iv) the potential of the Company’s business to generate significant free cash flows, (v) the Company’s experienced and capable management team, and (vi) the determination set forth in the Fairness Opinion regarding that the transaction consideration is fair from a financial point of view to the unaffiliated stockholders of TTNP.

The TTNP Board also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination, including, but not limited to: macroeconomic risks generally and in the HCM industry, risks that the Company’s business plan and projections may not be achieved, risks relating to the Company’s total addressable market, and risks related to the valuation of the Company’s business. See the section titled “The Business Combination Proposal — TTNP Board’s Reasons for Approval of the Business Combination.”

Q: What happens if I sell my shares of TTNP Common Stock before the Special Meeting?

A. The Record Date is earlier than the date of the Special Meeting. If you transfer your shares of TTNP Common Stock after the Record Date, but before the date of the Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Special Meeting. If you transfer your shares of TTNP Common Stock prior to the Record Date, you will have no right to vote those shares at the Special Meeting.

Q: What happens if I vote against the Business Combination Proposal?

A. Pursuant to the TTNP Charter, if the Business Combination Proposal is not approved, TTNP cannot consummate the Business Combination.

Q: Do I have appraisal rights if I object to the proposed Business Combination?

A. No. There are no appraisal rights available to holders of TTNP Common Stock in connection with the Business Combination.

Q: What happens if the Business Combination is not consummated?

A. There are certain circumstances under which the Merger Agreement may be terminated. See the section titled “The Business Combination Proposal — The Merger Agreement” for information regarding the parties’ specific termination rights.

Q. When is the Business Combination expected to be completed?

A. The Closing is expected to take place on (a) the third business day following the satisfaction or waiver of the conditions described below under the section titled “The Business Combination Proposal — Conditions to the Closing” (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver thereof) or (b) such other date as agreed to by the parties to the Merger Agreement in writing, in each case, subject to the satisfaction or waiver of the Closing conditions. The Merger Agreement may be terminated by TTNP and/or the Company upon the occurrence of certain events. For a description of the conditions to the completion of the Business Combination, see the section titled “The Business Combination Proposal.”

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Q: What are the U.S. federal income tax consequences to me of the Business Combination?

A. Subject to the limitations and qualifications described in “Material U.S. Federal Income Tax Considerations of the Business Combination” below, it is intended that the TTNP Merger, taken together with the Contribution and Exchange pursuant to the Business Combination, will constitute an integrated transaction that qualifies for tax-deferred treatment under Section 351(a) of the Code (the “Intended Tax Treatment”). However, the provisions of Section 351 of the Code are complex and qualification as a non-recognition transaction thereunder could be adversely affected by events or actions that occur following the Business Combination. Accordingly, there can be no assurance that the U.S. Internal Revenue Service (“IRS”) will not take the position that Section 351 of the Code does not apply to the Business Combination or that a court will not agree with such a position of the IRS in the event of litigation. Neither Parent’s nor PubCo’s counsel will provide an opinion as to whether the Business Combination will qualify as part of an exchange described in Section 351 of the Code. If the exchange by holders of TTNP Common Stock for PubCo Ordinary Shares in the Business Combination does not qualify for nonrecognition of gain or loss under Section 351 of the Code, then a holder would generally recognize gain or loss in an amount equal to the difference, if any, between (i) the fair market value of the PubCo Ordinary Shares (and, if such holder is also surrendering TTNP warrants, PubCo Warrants) received and (ii) such holder’s adjusted tax basis in such TTNP Common Stock (and TTNP warrants , if any).

If the transfer would qualify for nonrecognition of gain or loss under Section 351 of the Code but it is determined that Section 367(a) of the Code applies to the transfer of TTNP Common Stock, then a U.S. holder would generally recognize gain (but not loss) to the extent that gain would have been recognized if such transfer did not qualify for non-recognition under Section 351(a) of the Code. The potential application of Section 367(a) of the Code to the Business Combination is complex and depends on factors that cannot be determined until the closing of the Business Combination and the interpretation of legal authorities and facts relating to the Business Combination. Accordingly, there can be no assurance that the IRS will not take the position that Section 367(a) of the Code applies to cause U.S. holders to recognize gain as a result of the Business Combination or that a court will not agree with such a position of the IRS in the event of litigation.

In addition, notwithstanding the Intended Tax Treatment, a holder of TTNP warrants that does not also own TTNP Common Stock generally would recognize gain or loss in an amount equal to the difference between the fair market value of the PubCo Warrants deemed received and such holder’s tax basis in the TTNP warrants deemed exchanged therefor. If a holder of TTNP warrants also exchanges TTNP Common Stock for PubCo Ordinary Shares in the TTNP Merger, and if the TTNP Merger, together with Contribution and Exchange pursuant to the Business Combination, qualifies for the Intended Tax Treatment, such holder generally would recognize gain, but not loss, equal to the lesser of (i) such holder’s “realized gain” from the exchange (generally the excess of the fair market value of the PubCo Securities received over such holder’s aggregate tax basis in the Parent Securities exchanged therefor), and (ii) the fair market value of the PubCo Warrants deemed received. Any gain recognized by a holder whose TTNP warrants become PubCo Warrants pursuant to the TTNP Merger would generally be long-term capital gain if the holder’s holding period for the TTNP warrants was more than one year at the time of the TTNP Merger, and the holder’s holding period in the PubCo Warrants would begin on the day following the exchange. The holder’s tax basis in the PubCo Warrants received in the exchange would be equal to their fair market value at the time of the TTNP Merger.

The summary above is qualified in its entirety by the more detailed discussion provided in the section titled “Material U.S. Federal Income Tax Considerations of the Business Combination.” You are strongly urged to consult your tax advisors regarding the tax consequences to you of the Business Combination.

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Q: When and where is the Special Meeting?

A. The Special Meeting will be held at [●] Eastern Time, on [●], 2024 as a virtual meeting. The meeting will be held virtually over the internet by means of a live audio webcast. You will be able to attend, vote your shares and submit questions during the Special Meeting via a live webcast available at [●].

TTNP is offering TTNP Stockholders the ability to attend the Special Meeting virtually to provide ready access and cost savings for both TTNP and its stockholders. TTNP believes a virtual format facilitates stockholder attendance and participation by leveraging technology to allow TTNP to communicate more effectively and efficiently with its stockholders. This format empowers TTNP Stockholders around the world to participate at no cost. TTNP will use the virtual format to enhance stockholder access and participation and protect stockholder rights.

Q. How can I attend the Special Meeting virtually?

A. TTNP is pleased to conduct the Special Meeting virtually via the internet through a live webcast and online stockholder tools via the following link: [●].

Q. What do I need to do now?

A. You are urged to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a stockholder, rights holder of TTNP, and/or warrant holder of TTNP. Stockholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares of TTNP through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q. How do I vote?

A. If you are a holder of record of TTNP Common Stock on [●], 2024, the Record Date, you may vote with respect to the Proposals set forth in this proxy statement/prospectus at the Special Meeting via the virtual meeting platform, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by you broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Special Meeting and vote via the virtual meeting platform, obtain a proxy from your broker, bank or nominee.

Q. What will happen if I abstain from voting or fail to vote at the Special Meeting?

A. At the Special Meeting, TTNP will count a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal as present for purposes of determining whether a quorum is present. Abstentions will have the same effect as a vote “AGAINST” the Business Combination Proposal, but will have no effect on any other Proposals presented herein. Broker non-votes will not be counted as present for the purposes of establishing a quorum and will have no effect on any of the Proposals presented herein.

Q. What will happen if I sign and return my proxy card without indicating how I wish to vote?

A. Signed and dated proxies received by TTNP without an indication of how the stockholder intends to vote on a Proposal will be voted “FOR” each Proposal presented to the stockholders at the Special Meeting. The proxyholders may use their discretion to vote on any other matters which properly come before the Special Meeting.

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Q. If I am not going to attend the Special Meeting, should I return my proxy card instead?

A. Yes. Whether you plan to attend the Special Meeting or not, please read the enclosed proxy statement/ prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Q: If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A. No. Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. TTNP believes the Proposals presented to the stockholders will be considered non-discretionary and therefore your broker, bank or nominee cannot vote your shares without your instruction. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide to ensure that your vote is counted.

Q. May I change my vote after I have mailed my signed proxy card?

A. Yes. Stockholders may send a later-dated, signed proxy card to TTNP’s secretary at the address set forth below so that it is received by TTNP’s secretary prior to the Special Meeting or attend the Special Meeting and vote via the virtual meeting platform. Stockholders also may revoke their proxy by sending a notice of revocation to TTNP’s secretary, which must be received by TTNP’s secretary prior to the Special Meeting.

Q. What should I do if I receive more than one set of voting materials?

A. Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares.

Q. Who will solicit and pay the cost of soliciting proxies?

A: TTNP will pay the cost of soliciting proxies for the Special Meeting. TTNP has engaged [PROXY SOLICITOR] to assist in the solicitation of proxies for the Special Meeting. TTNP has agreed to pay a fee of $[●], plus disbursements. TTNP will reimburse [PROXY SOLICITOR] for reasonable out-of-pocket expenses and will indemnify [*] and its affiliates against certain claims, liabilities, losses, damages and expenses. TTNP will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of TTNP Common Stock for their expenses in forwarding soliciting materials to beneficial owners of the TTNP Common Stock and in obtaining voting instructions from those owners. TTNP’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the internet or in person. They will not be paid any additional amounts for soliciting proxies.

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Q. Who can help answer my questions?

A. If you have questions about the Business Combination or the Proposals, or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:

Titan Pharmaceuticals, Inc.

10 East 53rd Street

Suite 3001, New York

Telephone No.: (786) 769-7512

Attn: _____________

Email:__________

You may also contact TTNP’s proxy solicitor at:

[PROXY SOLICITOR INFO]

To obtain timely delivery, TTNP Stockholders must request the materials no later than [●], 2024.

You may also obtain additional information about TTNP from documents filed with the SEC, free of charge, by visiting their website at www.sec.gov or by following the instructions in the section titled “Where You Can Find More Information.”

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary, together with the section titled “Questions and Answers for Stockholders of TTNP,” summarizes certain information contained in this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the Business Combination and the Proposals to be considered at the Special Meeting, you should read this entire proxy statement/prospectus carefully, including the annexes and accompanying financial statements of TTNP and the Company. See also the section titled “Where You Can Find More Information.”

Information About the Parties to the Business Combination

Titan Pharmaceuticals, Inc.

TTNP incorporated as a Delaware corporation in 1992. Prior to the sale of assets that occurred in September 2023 (as described more fully in the section titled “TTNP Business”), TTNP focused on developing therapeutics utilizing the proprietary long-term drug delivery platform, ProNeura®, for the treatment of select chronic diseases for which steady state delivery of a drug has the potential to provide an efficacy and/or safety benefit. ProNeura consists of a small, solid implant made from a mixture of ethylene-vinyl acetate (“EVA”) and a drug substance. The resulting product is a solid matrix that is designed to be administered sub-dermally in a brief, outpatient procedure and is removed in a similar manner at the end of the treatment period. As of September 1, 2023 these businesses have been sold.

TTNP Common Stock is currently listed on Nasdaq under the symbol “TTNP.”

For more information about TTNP, see the sections titled “TTNP’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Information Related to TTNP.”

BSKE Ltd.

PubCo, an exempted company limited by shares, was formed under the laws of the Cayman Islands on July 11, 2024. PubCo was formed solely in contemplation of the Business Combination, has not commenced any operations, has only nominal assets and has no liabilities or contingent liabilities, nor any outstanding commitments other than as set forth in the Merger Agreement.

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The address of PubCo’s registered office is at the offices of Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman, KY1-1001, Cayman Islands and its registration number is 411832. Upon the Closing, its principal office will be located at Room 202, 2nd Floor, 368, Malaysia, Jalan Pudu, 55100 Kuala Lumpur and its telephone number will be +603 8996 6822.

Upon the effectiveness of the Registration Statement of which this prospectus forms a part, PubCo will report under the Exchange Act as a non-U.S. public company with foreign private issuer status. Even after PubCo no longer qualifies as an emerging growth company, as long as PubCo continues to qualify as a foreign private issuer under the Exchange Act, PubCo will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including:

● the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act;

● the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and

● the rules under the Exchange Act requiring the filing with the Securities and Exchange Commission, or SEC, of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events.

In addition, PubCo will not be required to file annual reports and financial statements with the SEC as promptly as U.S. domestic companies whose securities are registered under the Exchange Act, and is not required to comply with Regulation FD, which restricts the selective disclosure of material information.

As a foreign private issuer, PubCo will be permitted to follow home country corporate governance practices instead of certain corporate governance practices required by the Trading Market for U.S. domestic issuers. Also, upon completion of the Business Combination, PubCo if PubCo becomes a “controlled company” within the meaning of the Trading Market corporate governance standards, it may be eligible to take advantage of exemptions from certain the Trading Market corporate governance standards.

KE Sdn. Bhd.

KE Sdn is a Malaysia private limited company incorporated on February 14, 1990, with registration number 199001001889 (193451-W). The registered office of KE Sdn is at Room 202, 2nd Floor, 368, Malaysia, Jalan Pudu, 55100 Kuala Lumpur. Its principal office is located at Lot 2-3, Incubator 3, Technology Park Malaysia, Bukit Jalil, 57000 Kuala Lumpur, and its telephone number is+603 8996 6822. Founded in 1990, KE Sdn. became, in 1993, one of the first licensees of PeopleSoft Human Resource and Payroll solutions in the Asia Pacific region. As a well-established distributor of human capital management (“HCM”) solutions in Malaysia, the Company offers PeopleSoft, Dayforce, Workplaze, and Microimage, brand software for sale by their respective vendors, which are local or regional subsidiaries or affiliates of Oracle Corporation, , Dayforce, Inc., Humanica Public Company Limited, and Microimage (Private) Limited; and the Company provides consulting, implementation, training, and continuing support services to its clients, in accordance with their preferences and the vendors’ offerings. The Company’s clients include Malaysian financial institutions and foreign financial institution, regulatory authorities, Malaysian property developer, Malaysian insurance company, Malaysian automobile manufacturer, water utilities company, Malaysian university, hospitality companies and several international companies headquartered in or outside of Malaysia. Having established a long-standing presence in Malaysia, the Company serves clients in Singapore, Hong Kong, Australia, Taiwan, and Indonesia.

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The Proposals to Be Voted on by TTNP Stockholders

The Business Combination Proposal

Pursuant to the Merger Agreement, PubCo will acquire ownership of Parent and Company in related transactions, as follows: Pursuant to the Merger Agreement, Merger Sub will merge with and into TTNP, which will be the surviving corporation of the TTNP Merger and a direct wholly owned subsidiary of PubCo. Within five business days after this proxy statement/prospectus became effective, PubCo, TTNP, and the Company will, and each of the KE Shareholders may elect to, enter into the Share Exchange Agreement, pursuant to which, immediately following effectiveness of the TTNP Merger, each Company Shareholder entering into the Share Exchange Agreement will contribute and exchange all of his Company shares in exchange for PubCo Ordinary Shares. If all KE Shareholders enter into and consummate the Share Exchange Agreement, the Company will thereupon be a direct wholly owned subsidiary of PubCo. TTNP may terminate the Merger Agreement if fewer than all KE Shareholders enter into the Share Exchange Agreement within the specified period. Please see the section titled “The Business Combination Proposal.”

The Nasdaq Proposal

TTNP Stockholders will vote on a proposal to authorize, for purposes of complying with Nasdaq Listing Rule 5635, the issuance of the PubCo Ordinary Shares in connection with the Business Combination. Please see the section titled “The Nasdaq Proposal” for additional information.

The Adjournment Proposal

TTNP Stockholders will be asked to consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Business Combination Proposal. Please see the section titled “The Adjournment Proposal” for additional information.

Transaction Agreements

The Merger Agreement

On August 19, 2024, TTNP entered into the Merger Agreement with PubCo, Merger Sub and the Company.

Pursuant to the Merger Agreement, PubCo will acquire ownership of Parent and Company in related transactions, as follows:

● Pursuant to the Merger Agreement, and in accordance with the Delaware General Corporation Law, Merger Sub will merge with and into Parent; the separate existence of Merger Sub will cease; and Parent will be the surviving corporation of the TTNP Merger and a direct wholly owned subsidiary of PubCo.

● Pursuant to the Merger Agreement, within five business days after the registration statement of which this proxy statement/prospectus forms a part becomes effective, PubCo, TTNP, and the Company will, and each of the KE Shareholders may elect to, enter into the Share Exchange Agreement, pursuant to which, immediately following effectiveness of the TTNP Merger, each Company Shareholder entering into the Share Exchange Agreement will contribute and exchange all of his Company shares in exchange for PubCo Ordinary Shares. If all KE Shareholders enter into and consummate the Share Exchange Agreement, the Company will thereupon be a direct wholly owned subsidiary of PubCo. TTNP may terminate the Merger Agreement if fewer than all KE Shareholders enter into the Share Exchange Agreement within the specified period.

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The TTNP Merger

Further, TTNP Merger Effective Time:

By virtue of the TTNP Merger, and without any action on the part of any party to the Merger Agreement or the holders of securities of Merger Sub, each share of Merger Sub that is issued and outstanding immediately prior to the TTNP Merger Effective Time shall automatically be converted into an equal number of shares of the Surviving Corporation.

At the TTNP Merger Effective Time, by virtue of the TTNP Merger and conditioned on the consummation of the Business Combination, and without any action on the part of the holders of TTNP Common Stock, each share of TTNP Common Stock that is issued and outstanding immediately prior to the TTNP Merger Effective Time shall automatically be cancelled and cease to exist in exchange for the right to receive, upon delivery of the Transmittal Documents, as defined in the Merger Agreement, one PubCo Ordinary Share.

At the TTNP Merger Effective Time, by virtue of the TTNP Merger and conditioned on the consummation of the Business Combination, and without any action on the part of the holders of TTNP Series AA Preferred Stock, each share of TTNP Series AA Preferred Stock that is issued and outstanding immediately prior to the TTNP Merger Effective Time, shall automatically be cancelled and cease to exist in exchange for the right to receive, upon delivery of the Transmittal Documents, as defined in the Merger Agreement, 1.07296 PubCo Ordinary Shares.

If there are any shares of TTNP Capital Stock that are owned by TTNP as treasury shares or any shares of TTNP Capital Stock owned by any direct or indirect subsidiary of TTNP immediately prior to the TTNP Merger Effective Time, such shares of TTNP Capital Stock shall be canceled and shall cease to exist without any conversion thereof or payment or other consideration therefor; and

At the TTNP Merger Effective Time, without any action on the part of any holder of TTNP warrants or options (as defined in the Merger Agreement), each TTNP warrant or option that is issued and outstanding immediately prior to the TTNP Merger Effective Time shall become a warrant or option, as applicable, to purchase that number of PubCo Ordinary Shares equal to the number of shares of TTNP Common Stock that would have been issuable upon the exercise of that warrant or option, as applicable, at an exercise price per share equal to the per share exercise price of such warrant or option, and otherwise upon the same terms and conditions, as set forth in the applicable underlying agreement. Other than as described in the immediately preceding sentence, each such warrant or option so assumed shall continue to have, and shall be subject to, the same terms and conditions as applied to the underlying warrant or option immediately prior to the TTNP Merger Effective Time. Notwithstanding the foregoing, a holder of those certain Parent Class B Warrants, initially exercisable October 18, 2019, expiring October 17, 2024; or those certain TTNP warrants initially exercisable February 9, 2020, expiring February 9, 2025; or TTNP warrants initially exercisable July 9, 2020, expiring July 9, 2025; or those certain TTNP warrants initially exercisable October 30, 2020, expiring December 1, 2025; or those certain TTNP warrants initially exercisable January 20, 2021, those certain TTNP warrants expiring July 20, 2026; or initially exercisable February 4, 2022, expiring August 4, 2027, may, within 30 days after the consummation of the TTNP Merger, require the Surviving Corporation to purchase the unexercised portion of those warrants from the holder at the Black Scholes Value (as defined in the warrant) of that portion.

The Contribution and Exchange

Immediately following the TTNP Merger Effective Time, the Contribution and Exchange shall occur at the Exchange Effective Time as follows:

Pursuant to the terms of the Share Exchange Agreement, each Company Shareholder electing to become a party thereto shall contribute to PubCo all of such Company Shareholder’s Company Shares, and in exchange for the contribution of such Company Shares, PubCo shall issue 8.524 newly issued PubCo Ordinary Shares for each Company Share contributed. TTNP or the Company may terminate the Merger Agreement if fewer than all KE Shareholders elect to enter into the Share Exchange Agreement. The consummation of the Business Combination is also subject to customary closing conditions, among other terms.

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The Merger Agreement includes a covenant for KE Sdn and TTNP to use commercially reasonable efforts to obtain Transaction Financing in the form of written commitments for a private placement of equity, debt or other alternative financing to PubCo, from Transaction Investors, to be agreed by Parent and the Company, in an amount up to $1 million.

It is anticipated that upon Closing, (i) existing TTNP Stockholders (other than the Related Parties) will own approximately 13.2% of the issued and outstanding PubCo Ordinary Shares; (ii) the Company’s existing securityholders will own, beneficially, approximately 86.7% of the outstanding PubCo Ordinary Shares; and (iii) Related Parties, through their ownership of TTNP Common Stock on the date hereof will own approximately 14.9% of the issued and outstanding PubCo Ordinary Shares. Mr. Dato’ Seow Gim Shen, Chairman of the TTNP Board and Chief Executive Officer of TTNP, is the holder of 47.4% of the outstanding shares of the Company. In addition, Mr. Seow is the sole shareholder of Sire, which is the holder of 150,087 shares of TTNP Common Stock issued upon conversion of TTNP Series AA Preferred Stock. By virtue of the TTNP Merger, Sire’s remaining TTNP Series AA Preferred Stock will be exchanged for the right to receive 869,226 PubCo Ordinary Shares, in addition to the PubCo Ordinary Shares that Sire will have the right to receive in exchange for its TTNP Common Stock. It is expected that Mr. Seow will own, beneficially, 48.9% of the outstanding shares of the combined company following the TTNP Merger. These ownership percentages could be subject to proportional dilution for any required financing in connection with the Closing.

TTNP Common Stock is publicly traded on the Nasdaq Capital Market under the symbol “TTNP.” PubCo has applied for listing, to be effective at the time of the Business Combination, of PubCo Ordinary Shares. Upon consummation of the Business Combination, the ordinary shares will be listed on Nasdaq Capital Market under the symbol “SIRE.”

Exclusivity

Except in connection with Transaction Financing, each of the Company and TTNP has agreed not to, and to cause its Representatives not to, until the earlier of Closing or the valid termination of the Merger Agreement, (i) initiate any negotiations with any person with respect to, or provide any non-public information or data concerning the Company or TTNP or their respective subsidiaries, or afford to any person access to the business, properties, assets or personnel of the Company or TTNP or any of their respective subsidiaries if any, (ii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal or Alternative Transaction, as defined in the Merger Agreement, grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state relating to an Acquisition Proposal or Alternative Transaction, or (iii) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal or Alternative Transaction. Each of the Company and TTNP shall, and shall cause its Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any Alternative Transaction or Acquisition Proposal.

Representations, Warranties, and Covenants

The Merger Agreement contains customary representations and warranties of the parties thereto with respect to, among other things, (a) with respect to the Company: (i) entity organization, good standing and qualification, (ii) subsidiaries and capitalization, (iii) authorization to enter into the Merger Agreement and to consummate the Transactions, (iv) financial statements, (v) material contracts, (vi) intellectual property, (vii) title to properties and assets and outstanding liens, (viii) real property, (ix) environmental matters, (x) compliance with other instruments; (xi) compliance with laws, (xii) absence of material changes, (xiii) litigation, (xiv) insurance, (xv) governmental consents, (xvi) material permits, (xvii) registration and voting rights, (xviii) brokers, finders and transaction expenses, (xix) related-party transactions, (xx) labor agreements, actions and employee compensation, (xxi) employee benefit plans, (xxii) taxes, (xxiii) books and records, (xxiv) the U.S. Foreign Corrupt Practices Act; (xxv) anti-money laundering, (xxvi) sanctions; (xxvii) export controls; (xxviii) takeover statutes and charter provisions, (xxix) proxy statement and prospectus, and (xxx) approval of the Company Board, and, (b) with respect to TTNP: (i) entity organization, good standing and qualification, (ii) capitalization, (iii) authorization to enter into the Merger Agreement and to consummate the Transactions, (iv) financial statements, (v) material contracts, (vi) intellectual property, (vii) title to properties and assets and outstanding liens, (viii) real property, (ix) environmental matters, (x) compliance with other instruments; (xi) compliance with laws, (xii) absence of material changes, (xiii) litigation, (xiv) insurance, (xv) governmental consents, (xvi) material permits, (xvii) registration and voting rights, (xviii) brokers, finders and transaction expenses, (xix) related-party transactions, (xx) labor agreements, actions and employee compensation, (xxi) employee benefit plans, (xxii) taxes, (xxiii) books and records, (xxiv) the U.S. Foreign Corrupt Practices Act; (xxv) anti-money laundering, (xxvi) sanctions; (xxvii) export controls; (xxviii) takeover statutes and charter provisions, (xxix) proxy statement and prospectus, (xxx) SEC filings, (xxxi) the Investment Company Act and the JOBS Act, (xxxii) business activities, (xxxiii) Nasdaq quotation, and (xxxiv) approval of the TTNP Board; and (c) with respect to PubCo and Merger Sub; (i) organization, good standing, corporate power and qualification, (ii) capitalization and voting rights, (iii) due authorization, (iv) compliance with other instruments, (v) absence of changes, (vi) legal actions, (vii) brokers, finders and transaction expenses, (viii) proxy statement and prospectus, (ix) investment company or emerging growth company status, (x) business activities, (xi) governmental consents, and (xii) foreign private issuer status.

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The Merger Agreement also includes customary covenants of the parties with respect to the operation of their respective businesses prior to the consummation of the Business Combination and efforts to satisfy conditions to the consummation of the Business Combination. The Merger Agreement also contains additional covenants of the parties, including, among others: covenants of (a) the Company pertaining to (i) the Company’s conduct of business and (ii) trading in the securities of the Parent; (b) Parent and the Acquisition Entities pertaining to (i) PubCo’s Nasdaq listing,(ii) the Parent’s Nasdaq Listing, (iii) Parent conduct of business, (iv) post-Closing Directors and Officers of PubCo, (v) PubCo’s maintaining a directors’ and officers’ liability insurance policy, and (vi) public filings; and (c) joint covenants pertaining to (i) Transaction Financing (ii) Regulatory Approvals and other filings, (iii) preparation of the proxy statement and prospectus and the stockholder meeting of the Parent, (iv) support of the Transactions, (v) tax matters, (vi) stockholder litigation, (vii) acquisition proposals and alternative transactions, (ix) access to information and inspection and (ix) delisting and deregistration of TTNP Common Stock.

Conditions to the Closing of the Business Combination

Under the Merger Agreement, the obligations of the parties to consummate (or cause to be consummated) the Business Combination is conditioned upon, among other things, with respect to conditions to obligations of Parent, the Acquisition Entities and the Company: (a) the Parent Stockholders’ Approval (as defined in the Merger Agreement); (b) all required Regulatory Approvals shall have been obtained or have expired or been terminated, as applicable; (c) the registration statement to be filed with the SEC in connection with the Business Combination shall have become effective under the Securities Act, and no stop order suspending the effectiveness of the proxy statement/prospectus shall have been issued, and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (d) the PubCo Ordinary Shares to be issued in connection with the Transactions shall have been approved for listing on Nasdaq, subject only to official notice of issuance thereof; and (e) no Governmental Authority shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) or Governmental Order that is then in effect and which has the effect of making the Transactions illegal or which otherwise prevents or prohibits consummation of the Transactions; with respect to conditions to obligations of Parent: (a) each of the representations and warranties of the Company contained in the Merger Agreement shall be accurate and complete as of the date thereof and as of the Closing Date, as though then made, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be accurate and complete at and as of such date, except for, in each case, inaccuracies or omissions that (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” (as defined in the Merger Agreement) or another similar materiality qualification set forth therein), individually or in the aggregate, have not had, and would not reasonably be expected to have, a Material Adverse Effect; (b) each of the covenants of the Company to be performed or complied with as of or prior to the Closing shall have been performed or complied with in all material respects; (c) there has not been any event that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and (d) all approvals, waivers or consents from any third parties required to be obtained by the Company have been obtained; and with respect to the conditions to obligations of the Company, (a) each of the representations and warranties of Parent and of each Acquisition Entity contained in the Merger Agreement shall be accurate and complete as of the date thereof and as of the Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be accurate and complete at and as of such date, and except for, in each case, inaccuracies or omissions that (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or another similar materiality qualification set forth therein) individually or in the aggregate, have not had, and would not reasonably be expected to have a Material Adverse Effect; (b) each of the covenants of Parent and of each Acquisition Entity to be performed or complied with as of or prior to the Closing shall have been performed or complied with in all material respects; and (c) there has not been any event that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

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Survival of Representations, Warranties and Covenants

Except for certain covenants and agreements contained in the Merger Agreement or any related agreement that by their terms expressly apply in whole or in part after the Closing, and then only with respect to any breaches occurring after the Closing, and other customary provisions set forth in Article XI of the Merger Agreement, none of the representations, warranties, covenants obligations or other agreements contained in the Merger Agreement or any of the related agreements shall survive the Closing and shall terminate and expire upon the occurrence of the Closing (and there shall be no liability after the Closing in respect thereof).

Termination

Prior to the Closing, the Merger Agreement may be terminated and the Transactions abandoned:

i. by mutual written consent of the Company and TTNP;

ii. by written notice from the Company or TTNP to the other if any Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which has become final and non-appealable and has the effect of making consummation of the Transactions illegal or otherwise preventing or prohibiting consummation of the Transactions;

iii. by written notice from the Company or Parent to the other if the Closing has not occurred by August 19, 2025 (the “Termination Date”);

iv. by written notice from the Company or TTNP to the other if the TTNP Stockholders’ Approval shall not have been obtained by reason of the failure to obtain the required vote at the TTNP Stockholder Meeting duly convened therefor or at any adjournment or postponement thereof;

v. by written notice from TTNP to the Company if the Share Exchange Agreement is not signed by KE Sdn and the KE Sdn Shareholders within five business days after the registration statement of which this proxy statement/prospectus forms a part becomes effective;

vi. prior to the Closing, by written notice to the Company from TTNP if (i) there is any breach of any representation warranty, covenant or agreement on the part of the Company set forth in the Merger Agreement, such that the conditions specified in Sections 9.2(a) or (b) of the Merger Agreement would not be satisfied at the Closing (a “Terminating Company Breach”), except that, if such Terminating Company Breach is curable by the Company through the exercise of its reasonable best efforts, then, for a period of up to 30 days (or any shorter period of the time that remains between the date TTNP provides written notice of such violation or breach and the Termination Date) after receipt by the Company of notice from TTNP of such breach (the “Company Cure Period”), such termination shall not be effective, and such termination shall become effective only if the Terminating Company Breach is not cured within the Company Cure Period, or (ii) the Closing has not occurred on or before the Termination Date, unless TTNP is in material breach of any of its representations, warranties, covenants or agreements under this Agreement; or

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vii. prior to the Closing, by written notice to TTNP from the Company if (i) there is any breach of any representation, warranty, covenant or agreement on the part of TTNP or any Acquisition Entity set forth in the Merger Agreement, such that the conditions specified in Sections 9.3(a) or (b) of the Merger Agreement would not be satisfied at the Closing (a “Terminating TTNP Breach”), except that, if any such Terminating TTNP Breach is curable by TTNP through the exercise of its reasonable best efforts, then, for a period of up to 30 days (or any shorter period of the time that remains between the date the Company provides written notice of such violation or breach and the Termination Date) after receipt by TTNP of notice from the Company of such breach (the “TTNP Cure Period”), such termination shall not be effective, and such termination shall become effective only if the Terminating TTNP Breach is not cured within the TTNP Cure Period or (ii) the Closing has not occurred on or before the Termination Date, unless the Company is in material breach of any of its representations, warranties, covenants or agreements under the Merger Agreement.

Expenses

On the Closing Date, PubCo shall pay or cause to be all accrued and unpaid Company Transaction Expenses and Parent Transaction Expenses.

Governing Law

The Merger Agreement, and all claims or causes of action based upon, arising out of, or related to the Merger Agreement or the Transactions, shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction, provided that the TTNP Merger shall be governed by the laws of the State of Delaware.

Registration Rights Agreement

At the Closing, PubCo, Mr. Seow and Sire will enter into the Registration Rights Agreement, pursuant to which, among other things, PubCo will agree to provide Mr. Seow and Sire with certain rights relating to the registration for resale of the PubCo Ordinary Shares that they will receive in the TTNP Merger and the Contribution and Exchange.

Executive Officers and Directors of PubCo

The executive officers and directors of PubCo upon the Closing will be:

Name	Age	Title
Dato’ Seow Gim Shen	41	Chairman and Chief Executive Officer
Brynner Chiam	46	Independent Director
Avraham Ben-Tzvi (3)	53	Independent Director
Firdauz Edmin Bin Mokhtar (1*) (2*) (3)	51	Independent Director
Francisco Osvaldo Flores García (1) (2) (3*)	34	Independent Director

(1)	Member of the audit committee
(2)	Member of the compensation committee
(3)	Member of the nominating and governance committee
(*)	Chair of that Committee

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Upon the Closing, the PubCo Board will consist of five directors, which will include Seow Gim Shen, Brynner Chaim, Firdauz Edmin Bin Mokhtar Avi Ben-Tzvi and Francisco Osvaldo Flores García. PubCo expects to appoint the remaining Board members prior to the Closing.

TTNP’s Reasons for the Business Combination

On September 1, 2023, TTNP closed on the sale of certain ProNeura assets, including its portfolio of drug addiction products (the Probuphine and Nalmefene implant programs), in addition to other early development programs based on the ProNeura drug delivery technology, to Fedson, Inc.

The TTNP Board considered a variety of factors in connection with its evaluation of the Business Combination. In light of the complexity of those factors, the TTNP Board, as a whole, did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. Individual members of the TTNP Board may have given different weight to different factors. Certain information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward- Looking Statements.”

In December 2021, TTNP announced its intention to work with a financial advisor to explore strategic alternatives to enhance stockholder value, potentially including an acquisition, merger, reverse merger, other business combination, sales of assets, licensing or other transaction. In July 2022, David Lazar and Activist Investing LLC acquired an approximately 25% ownership interest in TTNP, filed a proxy statement and nominated six additional directors, each of whom was elected at a special meeting of stockholders held on August 15, 2022 (the “2022 Special Meeting”). The exploration and evaluation of possible strategic alternatives by the TTNP Board continued following the 2022 Special Meeting. As described further under “Background of the Business Combination”, over the past two years TTNP has extensively evaluated a large number of potential partners for a strategic alternative transaction across a diverse range of industries. Following this extensive evaluation, the TTNP Board determined that entering into the Business Combination with the Company provided the best alternative for maximizing stockholder value reasonably available to TTNP, including other reasonably actionable strategic alternatives such as those that TTNP had evaluated consistently in recent years, including potential combinations with other companies, acquisitions of assets that would provide new growth opportunities and additional scale and exploration of potential sale opportunities.

In reaching its decision, the TTNP Board held a number of meetings, consulted with its outside legal and financial advisors, reviewed the results of the due diligence conducted by its management and advisors, and considered a number of factors, including:

● meetings and calls with the management team and advisors of the Company regarding, among other things: (i) the Company’s strategically located operations in Malaysia; (ii) the Company’s plans to grow revenue through new clients acquisition and expansion of customers’ demand; (iii) the general global outlook and growth of the software and human resources management industry; (iv) the Company’s market position as a full-suite ecosystem for software and human resources management solutions; (v) the Company’s value proposition in Asia and globally; and (vi) strategic partnerships with industry leaders in Asia;

● review of material contracts and other material matters of the Company, including, but not limited to, (i) the Company’s key strategic partners in the human resources sector and (ii) the terms and conditions of any material commercial agreements;

● review of historical financial performance of the Company (including unaudited financials);

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● review of the financial projections and operating data provided by the Company’s management, including with respect to revenue;

● review of the Company’s multi-prong approach to increasing revenues and market share in Malaysia, and the Southeast Asia Pacific region; and

● the Company’s senior and experienced management team and their crucial role in meeting the financial and valuation analyses of the Company.

The TTNP Board appointed an independent committee to evaluate the proposed acquisition of the Company due to the affiliation with the Chief Executive Officer. The independent committee is comprised of the four independent directors of TTNP, Brynner Chaim, Firdauz Edmin Bin Mokhtar and Francisco Osvaldo Flores García (the “Special Committee”). The TTNP Board determined that the formation of the Special Committee, which would be authorized to explore hiring a strategic advisor and independent counsel and to take any and all actions with respect to the consideration, analysis and negotiation of the Business Combination, constituted best governance practice. Because Mr. Seow, TTNP’s Chairman and Chief Executive Officer, is a principal shareholder of the Company, the Special Committee subsequently determined to obtain an opinion from an outside party regarding the fairness to TTNP’s stockholders of the transaction consideration (the “Fairness Opinion”). The Special Committee considered and evaluated several firms to provide the opinion before ultimately recommending that the TTNP Board engage King Kee Appraisal and Advisory Limited (“King Kee”). On August 16, 2024. King Kee furnished to the TTNP Board King Kee’s opinion that the consideration to be paid pursuant to the Business Combination is fair, from a financial point of view, to the unaffiliated stockholders of TTNP. The opinion is attached to this proxy statement/prospectus as Annex E and is further described in the section “The Business Combination Proposal – Opinion of TTNP’s Financial Advisor.” TTNP paid $30,000 to King Kee upon delivery of the Fairness Opinion materials. King Kee is not providing services to TTNP other than in connection with the preparation and delivery of the Fairness Opinion. A summary of the analyses prepared by King Kee in reaching this opinion, together with all assumptions related thereto, is set forth in the section “The Business Combination Proposal – Opinion of TTNP’s Financial Advisor.”. In making its determination, the TTNP Board considered the conclusion in the Fairness Opinion that the transaction consideration is fair from a financial point of view to the unaffiliated stockholders of TTNP.

The TTNP Board further considered the benefits of the proposed merger and concluded that the Business Combination would result in a combined company well-positioned to increase value for TTNP Stockholders. The TTNP Board also concluded that the terms of the Merger Agreement, taken as a whole, including the parties’ representations, warranties and covenants, and the circumstances under which the Merger Agreement may be terminated, in its belief, were reasonable and that the resulting Business Combination was fair and in the best interest of TTNP Stockholders.

The TTNP Board considered all of these factors as a whole and, on balance, concluded that the potential benefits of the Business Combination outweighed the risks and uncertainties. Accordingly, the TTNP Board approved the Merger Agreement, the TTNP Merger and the other transactions contemplated by the Merger Agreement.

In addition to considering the factors described above, the TTNP Board also considered that:

Interests of Certain Persons. The Chief Executive Officer of TTNP has a direct interest in the Business Combination that is in addition to, and may be different from, the interests of TTNP Stockholders (see section titled “The Business Combination Proposal — Interests of TTNP’s Directors and Officers in the Business Combination”). The Special Committee of TTNP reviewed and considered these interests during the negotiation of the Business Combination and in evaluating and approving the Merger Agreement and the transactions contemplated therein.

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After considering the foregoing, the TTNP Board concluded, in its business judgment, that the potential benefits to TTNP and its stockholders relating to the Business Combination outweighed the potentially negative factors and risks relating to the Business Combination.

Organizational Structure

The following diagram illustrates the transaction structure of the Business Combination and the organizational structure of the parties thereto.

(1) The exchange of shares between KE Shareholders and PubCo ,where each KE Shareholder entering into the Share Exchange Agreement will contribute and exchange all of his KE shares in exchange for PubCo Ordinary Shares.

(2a) Merger Sub will merge with and into TTNP, the surviving corporation of the TTNP Merger, which will become a direct wholly owned subsidiary of PubCo.

(2b) TTNP Stockholders will be issued PubCo Ordinary Shares on a 1:1 basis for each TTNP share of Common Stock. The holder of Series AA Preferred Stock will be issued 1.07296:1 PubCo Ordinary Shares in exchange for each TTNP share of Series AA Preferred Stock.

It is anticipated that, upon the completion of the Business Combination:

● TTNP Stockholders (other than the Related Parties) will own approximately 13.2% of the issued and outstanding PubCo Ordinary Shares, and

● the Company’s existing security holders will own, beneficially, approximately 86.7% of the   issued and outstanding PubCo Ordinary Shares.

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Pro Forma Voting Power and Implied Ownership Levels —

The following table sets forth varying pro forma voting power and implied ownership levels in PubCo immediately following the completion of the Business Combination. The ownership percentages reflected in the table are based upon the number of Company Shares and shares of TTNP Common Stock and TTNP Series AA Preferred Stock issued and outstanding as of [●], 2024, and are subject to the following additional assumptions: 

Security Holders	TTNP Pre-Merger Shares Outstanding			% of Outstanding			PubCo Post-Merger Pro forma			% of Outstanding			Merger Pro forma (Fully Diluted)			% of Outstanding
TTNP Directors and Officers		153,400	(1)		14.4	%		3,363,413	(2)		49.0	%		3,372,976	(2)(3)		49.0	%
TTNP Public Stockholders		910,921			86.6	%		910,921			13.2	%		910,921			13.2	%
KE Shareholders		150,087	(1)		14.1	%		5,963,233	(2)		86.7	%		5,963,233	(2)		86.7	%
Total Shares outstanding at Closing, not reflecting potential sources of dilution		1,064,321			100.00	%		6,877,467			100.00	%		6,877,467			92.2	%
Potential sources of dilution
TTNP Option(4)		-			0.00	%		-			0.00	%		96,833			1.3	%
TTNP Warrant(4)		-			0.00	%		-			0.00	%		482,594			6.5	%
Total Share outstanding at Closing		1,064,321			100	%		6,877,467			100.00	%		7,456,894			100.00	%

For purposes of the table above:

(1) Includes 150,087 shares (14.1%) of TTNP Common Stock issued to Sire upon conversion of TTNP Series AA Preferred Stock. Mr. Seow, a KE Shareholder, is TTNP’s Chairman and Chief Executive Officer and Sire’s sole shareholder.

(2) Includes 1,019,313 shares (14.8%) held by Sire. Mr. Seow, TTNP’s Chairman and Chief Executive Officer, is Sire’s sole shareholder.

(3) Includes 6,250 shares of TTNP Common Stock subject to options exercisable within 60 days of the Record Date held by Mr. Ben-Tzvi. Mr. Ben-Tzvi is a member of the TTNP Board.

(4) Assumes options and warrants are exercised post-TTNP Merger.

If any of these assumptions are not correct, these percentages will be different. Please see “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

Record Date; Outstanding Shares of TTNP Capital Stock Entitled to Vote

TTNP has fixed the close of business on [●], 2024, as the Record Date for determining the TTNP Stockholders entitled to notice of and to attend and vote at the Special Meeting.

As of the close of business on the Record Date there were [●] shares of TTNP Common Stock outstanding and entitled to vote. Each share of TTNP Common Stock is entitled to one vote per share at the Special Meeting.

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Quorum and Required Vote for TTNP Stockholder Proposals

A quorum of TTNP Stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if thirty-four percent (34%) of the shares of TTNP Common Stock issued and outstanding and entitled to vote at the Special Meeting is present via the virtual meeting platform or represented by proxy at the Special Meeting. Abstentions will count as present for the purposes of establishing a quorum. Broker non-votes will not be counted for purposes of establishing a quorum.

The approval of the Business Combination Proposal requires the affirmative vote of a majority of the issued and outstanding shares of TTNP Common Stock as of the Record Date. Accordingly, a TTNP Stockholder’s failure to vote by proxy or to vote at the Special Meeting or an abstention will have the same effect as a vote “AGAINST” the Business Combination Proposal.

[The approval of the Nasdaq Proposal requires the affirmative vote of the holders of a majority of the shares of TTNP Common Stock cast by the stockholders present via the virtual meeting platform or represented by proxy and entitled to vote thereon at the Special Meeting. A TTNP Stockholder’s failure to vote by proxy or to vote via the virtual meeting platform at the Special Meeting or an abstention will have no effect on the outcome of the vote on the Nasdaq Proposal.]

The approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares of TTNP Common Stock cast by the stockholders present via the virtual meeting platform or represented by proxy and entitled to vote thereon at the Special Meeting. A TTNP Stockholder’s failure to vote by proxy or to vote via the virtual meeting platform at the Special Meeting or an abstention will have no effect on the outcome of the vote on the Adjournment Proposal.

It is important for you to note that in the event that the Business Combination Proposal does not receive the requisite vote for approval, the Business Combination will not be consummated. If the Business Combination is not consummated, TTNP will need to find an alternate business or risk being delisted if it is unable to continue to meet the continuing listing requirements on Nasdaq.

Proxy Solicitation

Proxies may be solicited by telephone, by facsimile, by mail, on the internet or in person. TTNP has engaged [●] to assist in the solicitation of proxies. If a stockholder grants a proxy, it may still vote its shares via the virtual meeting platform if it revokes its proxy before the Special Meeting. A stockholder may also change its vote by submitting a later-dated proxy, as described in the section titled “Special Meeting of TTNP Stockholders — Revoking Your Proxy.”

Interests of TTNP’s Directors and Officers in the Business Combination

TTNP’s chief executive officer has interests in the Business Combination that are different from or in addition to (and which may conflict with) the interests of TTNP Stockholders. These interests include, among other things:

● Mr. Seow, Chairman of the TTNP Board and Chief Executive Officer of TTNP, is the holder of 47.41% of the outstanding shares of the Company. In addition, Mr. Seow is the sole shareholder of Sire, which is the holder of 150,087 shares of TTNP Common Stock issued upon conversion of TTNP Series AA Preferred Stock. By virtue of the TTNP Merger, Sire’s remaining TTNP Series AA Preferred Stock will be exchanged for the right to receive 869,226 PubCo Ordinary Shares, in addition to the PubCo Ordinary Shares that Sire will have the right to receive in exchange for its TTNP Common Stock. It is expected that Mr. Seow will own, beneficially, 48.9% of the outstanding shares of the combined company following the TTNP Merger.

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● the fact that TTNP’s existing officers and directors will be eligible for continued indemnification and continued coverage under a directors’ and officers’ liability insurance policy after the Business Combination and pursuant to the Merger Agreement.

● Mr. Seow will join PubCo Board upon completion of the Business Combination. In addition, Brynner Chiam, Avraham Ben-Tzvi, Firdauz Edmin Bin Mokhtar and Francisco Osvaldo Flores García will continue to serve on the Board of PubCo, and Brynner Chiam will be appointed Chief Financial Officer.

The existence of the interests described above may result in a conflict of interest on the part of TTNP’s officers and directors in entering into the Merger Agreement and making their recommendation that you vote in favor of the approval of the Business Combination.

Recommendation to Stockholders

The TTNP Board believes that the Proposals to be presented at the Special Meeting are in the best interests of TTNP and its stockholders and recommends that TTNP Stockholders vote “FOR” each of the Proposals.

For more information about the TTNP Board’s recommendation and the Proposals, see the sections titled “Special Meeting of TTNP Stockholders — Recommendation of the TTNP Board” beginning on page 87 and “The Business Combination Proposal — TTNP Board’s Reasons for Approval of the Business Combination” beginning on page 90.

Anticipated Accounting Treatment

The Business Combination will be accounted for as a “reverse recapitalization” in accordance with the U.S. GAAP. See the subsection titled “The Business Combination Proposal— Anticipated Accounting Treatment of the Business Combination.”

Regulatory Approvals

The Business Combination is not subject to any regulatory requirement or approval, except for (i) filings with the State of Delaware and the Registrar of Companies of the Cayman Islands, and (ii) filings required with the SEC pursuant to the reporting requirements applicable to TTNP, and the requirements of the Securities Act and the Exchange Act to disseminate this proxy statement to TTNP Stockholders.

Recent Developments

On April 2, 2024, the TTNP Board (i) accepted the resignations of Eric Greenberg, Matthew C. McMurdo and David Natan as directors of TTNP and (ii) appointed Firdauz Edmin Bin Mokhtar and Francisco Osvaldo Flores García as independent directors of TTNP (the “New Directors”) to fill two of the vacancies created by the resignations. The resignations of Messrs. Greenberg, McMurdo and Natan were effective immediately and were not the result of any disagreements with TTNP relating to TTNP’s operations, policies or practices. Messrs. Greenberg and McMurdo served as members of TTNP’s Audit Committee, Compensation Committee and Nominating Committee, and Mr. Natan served on the Audit Committee and Compensation Committee. The TTNP Board determined that Mr. Mokhtar is an “audit committee financial expert” and that both Mr. Mokhtar and Mr. Flores are “independent” as defined under the relevant rules of the SEC and Nasdaq. After giving effect to these changes in membership, as of April 2, 2024, four of the TTNP Board ‘s seven directors had been nominated by Sire, of which Seow Gim Shen is the sole shareholder. As reported on the Sire Schedule 13D, dated October 4, 2023, pursuant to a Securities Purchase Agreement dated September 13, 2023, Sire purchased 950,000 shares of TTNP Series AA Preferred Stock, currently convertible into 150,087 shares of Common Stock, or approximately 16.67% of the number of shares outstanding as of September 13, 2023.

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SUMMARY RISK FACTORS

The consummation of the Business Combination and the business and financial condition of PubCo subsequent to Closing are subject to numerous risks and uncertainties, including those highlighted in the section titled “Risk Factors” of this proxy statement/prospectus. The occurrence of one or more of the events or circumstances described below, alone or in combination with other events or circumstances, may adversely affect TTNP’s ability to effect a business combination, and may have an adverse effect on the business, cash flows, financial condition and results of operations of TTNP and the Company prior to the Business Combination and that of PubCo subsequent to the Business Combination. Such risks include, but are not limited to:

Risks Related to the Company’s Business and Industry

● The Company Group depends on licenses, reseller contracts and distribution agreements with third-party software vendors to provide its services. Changes in their terms or a vendor’s ending its relationship with the Company Group could have a material adverse effect on its financial performance and prospects.

● The Company’s independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about the Company’s ability continue as a “going concern”.

● KE Sdn projects increasing working capital deficits for fiscal years 2024 through 2026.

● Financial projections with respect to the Company may not prove to be reflective of actual financial results.

● The Company Group is dependent on its directors and key senior management team for continued success and growth of the Company Group’s business.

● The Company Group depends on its team of in-house consultants and staff for the provision of HCM solutions.

● While TTNP and the Company work to complete the Business Combination, the Company’s management’s focus and resources may be diverted from operational matters and other strategic opportunities.

● The Company Group faces competition from other HCM solutions providers and software vendors. If the Company Group is unable to compete effectively, the Company Group’s business, operating results or financial condition could be adversely affected.

● The Company Group’s business depends substantially on its customers’ continued use of its solutions, their purchases of additional solutions from the Company Group and the Company Group’s ability to add new customers. Any decline in the Company Group’s customers’ continued use of its solutions or purchases of additional solutions could adversely affect its business, operations or financial condition.

● The Company Group’s business, operating results or financial condition could be adversely affected if its clients are not satisfied with its deployment or technical support services, or if its solution fails to perform properly.

● The Company’s dependence on a limited customer base.

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● Because of the high cost of HCM solutions, the Company Group’s target market is limited to large organizations with substantial human resources budgets.

● The market for the Company Group’s solution among large companies may be limited if these companies demand customized features and functions that the Company Group does not offer.

● Most of the Company Group clients are concentrated in a relatively small number of industries, making it vulnerable to downturns in those industries.

● The project-based and contract-based nature of the Company Group’s business and the timing of delivery may lead to fluctuations in the Company Group’s revenue, profit and operating cash flow.

● The Company Group is exposed to credit risk and default payment by customers.

● The Company Group is exposed to foreign exchange transaction risks which may impact the profitability of the Company Group.

● The Company Group’s HCM solution project deliverables are exposed to unexpected delays or interruptions caused by operational factors, accidents and natural disasters beyond its control.

● Company Group customers may claim liquidated damages for its delays in providing or failure to provide services in accordance with customer agreements. Significant claims for liquidated damages could impair the Company Group’s financial performance.

● The Company Group’s success depends on growth in market acceptance of the digitalization of human resources processes and related services it provides.

● If the Company Group is unable to rapidly grow its sales force, it will not be able to grow its business at the rate that it anticipates, which could harm its business, operations and financial condition.

● The Company Group’s failure to maintain or enhance its reputation or brand recognition could harm its business.

● The Company Group may not be able to successfully implement its business strategies.

● Most of the Company Group’s customer contracts are short-term, requiring the Company, continuously, to secure new contracts to maintain its business.

● The Company Group is exposed to risks relating to the economic, political, legal and regulatory environments in the countries in which it operates.

● Because the Company Group’s long term success depends, in part, on its ability to expand the sales of its solution to customers located outside of Malaysia, its business will be subject to risks associated with international operations.

● The Company Group insurance coverage may not be adequate to cover all losses or liabilities that may arise in the course of its business operations.

● Changes in laws and regulations related to the Internet or changes in the Internet infrastructure itself may diminish the demand for the Company Group’s solutions, and could have a negative impact on its business.

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● Volatility in the financial and economic environment could harm the Company Group’s business.

● The Company Group’s financial results may fluctuate due to many factors, some of which may be beyond its control.

● The Company Group’s business and operations are exposed to sudden disruptions caused by serious pandemic and epidemic outbreaks.

Risks Related to the Company’s Data Privacy, Cybersecurity and Intellectual Property

● The Company Group’s third party HCM solutions, Oracle PeopleSoft HCM, Oracle PeopleSoft Financials, DayForce HCM, MiHCM Cloud and SunFish WorkPlaze are exposed to the risk of security breaches.

● Privacy concerns, evolving regulation of cloud computing, cross-border data transfer, and other domestic or foreign laws and regulations may reduce the adoption of the Company Group’s solutions, resulting in significant costs and compliance challenges, and adversely affect its business and operating results.

● Some of the Company Group’s solutions utilize open source software, and any failure to comply with the terms of one or more of these open source licenses could negatively affect the Company Group’s business.

Risks Related to the Company’s International Operations, Legal and Regulatory Matters

● The Company Group’s business is subject to numerous legal and regulatory risks that could have an adverse impact on its business and prospects.

● The Company Group’s international operations are, and its strategy to expand internationally will be, subject to increased challenges and risks.

● The Company Group’s revenue and net income may be materially and adversely affected by any economic slowdown or developments in the social, political, regulatory and economic environments in Asia as well as globally.

● Uncertainties with respect to the legal system in certain markets in Southeast Asia could adversely affect the Company Group business.

● The Company Group could face uncertain tax liabilities in various jurisdictions where it operates, and suffer adverse financial consequences as a result.

Risks Related to TTNP and the Business Combination

● TTNP has incurred, and will continue to incur, significant transaction and transition costs in connection with the Business Combination.

● If the conditions to the Merger Agreement are not met, the Business Combination may not occur.

● TTNP has incurred net losses in almost every year since its inception, which losses will continue for the foreseeable future and raise substantial doubt about TTNP’s ability to continue as a going concern.

● TTNP may be obligated to purchase outstanding warrants.

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● Since TTNP’s officers and directors have interests that are different, or in addition to (and which may conflict with), the interests of the TTNP Stockholders, a conflict of interest may have existed in determining whether the Business Combination is appropriate.

● There are risks to the TTNP Stockholders becoming shareholders of PubCo through the Business Combination rather than acquiring securities of the Company directly in an underwritten public offering, including no independent due diligence review by an underwriter and conflicts of interest of the TTNP officers and directors.

● The exercise of the TTNP Board’s discretion in agreeing to changes or waivers in the terms of the Merger Agreement and related agreements, including Closing conditions, may result in a conflict of interest when determining whether such changes to the terms or waivers of conditions are appropriate and in the TTNP Stockholders’ best interest.

● TTNP may issue notes or other debt securities, or otherwise incur substantial debt, to complete the Business Combination, which may adversely affect TTNP’s leverage and financial condition and thus negatively impact the value of TTNP Stockholders’ investments.

● Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect TTNP’s business, including its ability to negotiate and complete the Business Combination, and results of operations.

● Legal proceedings in connection with the Business Combination, the outcomes of which are uncertain, could delay or prevent the completion of the Business Combination.

● The PubCo Ordinary Shares to be received by TTNP Stockholders as a result of the Business Combination will have different rights from shares of TTNP Common Stock.

● The Business Combination is with a company located outside of the United States, and the laws applicable to such company will likely govern all of the material agreements related to the Business Combination, and as a result TTNP may not be able to enforce all of its legal rights under U.S. law.

● TTNP will effect the Business Combination with a company located outside of the United States, subjecting it to a variety of additional risks that may adversely affect TTNP.

Risks Related to PubCo Operating as a Public Company

● KE Sdn’s current management team has limited experience managing a public company.

● In the future, if PubCo fails to implement and maintain an effective system of internal controls, PubCo may be unable to accurately report its results of operations, meets its reporting obligations or prevent fraud, and investor confidence and the market price of PubCo Ordinary Shares may be materially and adversely affected.

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

● Because PubCo is a foreign private issuer and is exempt from certain Nasdaq corporate governance standards applicable to U.S. issuers, you will have less protection than you would have if it were a domestic issuer.

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● You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because PubCo is incorporated under Cayman Islands law.

● If PubCo becomes a “controlled company” under the rules of the Nasdaq Capital Market, PubCo may choose to exempt itself from certain corporate governance requirements that could have an adverse effect on public shareholders.

● There may be sales of a substantial amount of PubCo Ordinary Shares after the Business Combination by the current stockholders of TTNP, and these sales could cause the price of PubCo’s securities to fall.

● PubCo does not expect to declare any dividends in the foreseeable future.

● If, following the Business Combination, securities or industry analysts do not publish or cease publishing research or reports about PubCo, its business, or its market, or if they change their recommendations regarding PubCo Ordinary Shares adversely, then the price and trading volume of PubCo Ordinary Shares could decline.

Risks Related to the Ownership of PubCo Securities After the Business Combination

● There can be no assurance that the PubCo Ordinary Shares that will be issued in connection with the Business Combination will remain listed on Nasdaq after approval of its listing following the Closing, or that PubCo will be able to comply with Nasdaq’s continued listing standards.

● A market for PubCo’s securities may not continue, which would adversely affect the liquidity and price of PubCo’s securities.

● If the Business Combination’s benefits do not meet the expectations of investors or securities analysts, the market price of TTNP’s securities or, following the Closing, PubCo’s securities, may decline.

● Failure to maintain effective internal controls over financial reporting could have a material adverse effect on PubCo’s business, operating results and stock price.

● Each of TTNP and the Company have incurred and will incur substantial costs in connection with the Business Combination and related transactions, such as legal, accounting, consulting and financial advisory fees.

● The exercise of registration rights to certain KE Shareholders and holders of TTNP Series AA Preferred Stock may adversely affect the market price of the PubCo Ordinary Shares.

For additional detail on these and other risks, see “Risk Factors” starting on page 41 of this proxy statement/prospectus.

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SELECTED HISTORICAL FINANCIAL INFORMATION AND OPERATING DATA OF THE COMPANY

The following tables set forth selected historical financial information of KE Sdn included elsewhere in this proxy statement/prospectus. The balance sheet data as of April 30, 2024, and statement of operations data for the nine months ended April 30, 2024 are derived from KE Sdn’s unaudited financial statements included elsewhere in this proxy statement/prospectus.

The balance sheet data as of July 31, 2022 and 2023, and statement of operations data for the years ended July 31, 2022 and 2023 are derived from KE Sdn’s audited financial statements included elsewhere in this proxy statement/prospectus.

The financial data set forth below should be read in conjunction with, and is qualified by reference to, The Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations and the financial statements and notes thereto, which are prepared and presented in accordance with U.S. GAAP and included elsewhere in this proxy statement/prospectus. KE Sdn’s historical results are not necessarily indicative of future results.

	For the nine months ended April 30,			For the years ended July 31,
	2024 (unaudited)			2022			2023
Consolidated condensed statement of income and comprehensive income	(In U.S. dollars)
Revenue	$	1,542,458		$	2,402,586		$	2,082,028
Cost of revenue		1,103,220			1,852,126			1,617,919
Gross profit		439,238			550,460			464,109
Total operating expenses		689,328			601,404			418,299
(Loss) income from operations		(250,090	)		(50,944	)		45,810
Other expense, net		45,915			(35,612	)		(34,124	)
Net (loss) income	$	(296,005	)	$	(86,556	)	$	11,686
(Loss) earnings per share – basic and diluted		(0.59	)		(0.17	)		0.02
Weighted average shares outstanding - basic and diluted		500,000			500,000			500,000

	April 30, 2024 (unaudited)			July 31, 2022			July 31, 2023
	US$			US$			US$
Selected Balance Sheet Data:
Cash and cash equivalents	$	6,576		$	6,961		$	3,353
Restricted cash		514,436			542,017			544,720
Accounts receivable, net		188,185			497,294			193,245
Contract assets		-			5,124			4,351
Deferred costs		396,831			182,948			265,952
Prepaid expenses and other current assets		19,628			22,386			42,760
Property and equipment, net		1,291			155			105
Right-of-use asset		4,020			87,955			41,210
Total Assets		1,130,967			1,344,840			1,095,696
Accounts payable		243,733			101,264			99,251
Notes payable		216,866			187,514			289,082
Contract liabilities		522,382			395,161			432,912
Accrued expenses and other current liabilities		69,181			87,662			103,211
Amount due to related parties		355,450			179,795			33,296
Short-term borrowings		138,973			180,129			129,157
Long-term borrowings, current		71,559			148,897			91,664
Lease liability, current		4,099			47,240			42,042
Long-term borrowings, noncurrent		31,229			229,744			117,563
Lease liability, noncurrent		-			42,566			-
Total Liabilities		1,653,472			1,599,972			1,338,178
Total Stockholders’ Deficit		(522,505	)		(255,132	)		(242,482	)
Total Liabilities, Redeemable Common Stock and Stockholders’ Deficit	$	1,130,967		$	1,344,840		$	1,095,696

	April 30,			July 31,
	2024 (unaudited)			2022			2023
	US$
Condensed consolidated statement of cash flow
Net cash (used in) provided by operating activities	$	200,346		$	(252	)	$	308,475
Net cash used in investing activities		(1,299	)		(159	)		-
Net cash used in financing activities		(200,802	)		(25,626	)		(302,844	)

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SELECTED HISTORICAL FINANCIAL INFORMATION OF TTNP

The following tables present the selected financial data of TTNP. The selected historical financial information of TTNP as of December 31, 2023 and 2022 was derived from the audited historical financial statements of TTNP included elsewhere in this proxy statement/prospectus. The selected historical data as of and for the six months ended June 30, 2024 are derived from TTNP’s unaudited financial statements appearing elsewhere in this proxy statement/prospectus. The unaudited financial statements were prepared on the same basis as its audited annual financial statements and include all adjustments, consisting only of normal recurring adjustments that are considered necessary for a fair presentation of the financial information set forth in those statements.

The financial data set forth below should be read in conjunction with, and is qualified by reference to, “TTNP’s Management’s Discussion and Analysis of Financial Condition and Results of Operation” and the financial statements and notes thereto included elsewhere in this proxy statement/prospectus.

	For six months ended June 30, 2024			For the years ended December 31,
	(unaudited)			2023			2022
Selected Statement of Operation Data:	US$			US$			US$
	(In thousands, except per share data)
Revenue	$	-		$	184		$	557
Total operating expenses		3,137			7,461			10,792
Loss from operations		(3,137	)		(7,277	)		(10,235	)
Other (expense) income, net		(17	)		1,708			29
Net loss		(3,153	)		(5,569	)		(10,206	)
Net loss per share – basic and diluted		(3.57	)		(7.41	)		(15.19	)
Weighted average shares outstanding Basic and diluted		884			752			672

	June 30, 2024 (unaudited)		December 31, 2023		December 31, 2022
	US$		US$		US$
	(In thousands)
Selected Balance Sheet Data:
Cash	$	4,092	$	6,760	$	2,937
Restricted cash		-		13		196
Notes receivables		-		1,000		-
Prepaid expenses and other current assets		220		199		314
Property and equipment, net		-		5		224
Operating lease right-of-use asset		-		63		183
Total Assets		4,350		8,086		4,058
Accounts payable		356		348		695
Note payable to related party		-		500		-
Other accrued liabilities		-		519		1,488
Discontinued operations-current liabilities		-		-		129
Total Liabilities		356		1,444		2,695
Total Stockholders’ Equity		3,994		6,642		1,363
Total Liabilities, Redeemable Common Stock and Stockholders’ Equity	$	4,350	$	8,086	$	4,058

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	June 30, 2024			December 31,
	(unaudited)			2023			2022
	US$			US$			US$
	(In thousands)
Condensed consolidated statement of cash flow
Net cash (used in) provided by operating activities	$	(2,681	)	$	(7,092	)	$	(8,183	)
Net cash provided by investing activities		-			732			-
Net cash provided by financing activities		-			10,000			4,984

COMPARATIVE PER SHARE INFORMATION

The following table sets forth the per share data of each of TTNP and the Company on a stand-alone basis and the unaudited pro forma condensed combined per share data for the nine months ended June 30, 2024 and April 30, 2024 and for the year ended September 30, 2023 and July 31, 2023, after giving effect to the Business Combination. The pro forma earnings information the nine months ended June 30, 2024 and April 30, 2024 and for the year ended September 30, 2023 and July 31, 2023, were computed as if the Business Combination had been completed on October 1, 2022 and carried forward through the interim period.

You should read the information in the following table in conjunction with the selected historical financial information summary included elsewhere in this proxy statement/prospectus, and the historical financial statements of TTNP and the Company and related notes that are included elsewhere in this proxy statement/prospectus. The unaudited TTNP and Company pro forma combined per share information is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/prospectus.

	Historical
	June 30, 2024			April 30, 2024			Transaction Accounting			Pro Forma
	TTNP			KE			Adjustments			Combined
	(in U.S. dollars thousands, except for share and per share data, or otherwise noted)
Net loss	$	(5,123	)	$	(296	)	$	(680	)	$	(6,099	)
Basic and diluted weighted average shares outstanding		840,415									6,877,467
Net loss per ordinary share- basic and diluted	$	(6.10	)							$	(0.89	)

	Historical
	September 30, 2023			July 31, 2023		Transaction Accounting			Pro Forma
	TTNP			KE		Adjustments			Combined
	(in U.S. dollars thousands, except for share and per share data, or otherwise noted)
Net income (loss)	$	(6,571	)	$	12	$	(312	)	$	(6,871	)
Basic and diluted weighted average shares outstanding		746,944								6,877,467
Net loss per ordinary share- basic and diluted	$	(8.80	)						$	(1.00	)

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RISK FACTORS

You should carefully review and consider the following risk factors and the other information contained in this proxy statement/prospectus, including the financial statements and notes to the financial statements included herein, in evaluating the Business Combination and the Proposals to be voted on at the Special Meeting. The following discussion includes risk factors that apply to the business and operations of the Company and its subsidiaries and will also apply to the business and operations of PubCo following the Closing. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may have a material adverse effect on the business, cash flows, financial condition and results of operations of PubCo following the Closing. You should carefully consider the following risk factors in addition to the other information included in this proxy statement/prospectus, including matters addressed in the section titled “Cautionary Note Regarding Forward-Looking Statements.” The Company and PubCo may face additional risks and uncertainties that are not presently known, or that the Company and PubCo currently deem immaterial, which may also impair the Company’s business or financial condition. The following discussion should be read in conjunction with the financial statements and notes to the financial statements included herein.

Risks Related to the Company’s Business and Industry

The Company’s independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about the Company’s ability continue as a “going concern.”

The report of the independent registered public accountants on the Company Group’s financial statements as of and for the years ended July 31, 2023 and 2022 includes the following: “At July 31, 2023, The Group incurred net losses of US$86,556 and net cash used in negative operating activities of US$252 for the year ended July 31, 2022. The Group had accumulated deficit amounted to US$424,031 and US$412,345 as of July 31, 2022 and 2023, respectively. As of July 31, 2022 and 2023, the Group’s current liabilities exceeded its current assets by US$70,932 and US$166,234 and the Group had shareholder deficits amounting to US$255,132 and US$242,482, respectively. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.”

The Company Group had accumulated deficits of US$412,345 and US$708,350 as of July 31, 2023 and April 30, 2024, respectively. As of July 31, 2023 and April 30, 2024, the Company Group’s current liabilities exceeded its current assets by US$166,234 and US$496,587, respectively and the Company Group had shareholder deficits of US$242,482 and US$522,505, respectively. Further, the Company has incurred and expects to continue to incur significant costs in in connection with the Business Combination and pursuit of financing. The Company cannot assure you that the Company’s plans to raise capital or to consummate the Business Combination will be successful. These conditions, among others, raise substantial doubt about the Company Group’s ability to continue as a going concern.

The financial statements contained elsewhere in this proxy statement/prospectus do not include any adjustments that might result from the Company’s inability to continue as a going concern.

KE Sdn projects increasing working capital deficits for fiscal years 2024 through 2026.

KE Sdn’s financial projections provided to the TTNP Board, the TTNP Special Committee, and King Kee, which delivered the Fairness Opinion to the TTNP Board and Special Committee, include increasing working capital deficits of $387,000, $646,000, and $976,000, in fiscal years 2024, 2025, and 2026, respectively. If KE Sdn cannot find financing of the working capital deficits for these years and beyond, of which there can be no assurance, the Company will be unable to pay its obligations as they become due and will fail, resulting in a potential loss of your entire investment.

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Financial projections with respect to the Company may not prove to be reflective of actual financial results.

In connection with the Business Combination, the TTNP Board considered, among other things, internal financial forecasts prepared by, or at the direction of, the management of the Company, the key elements of which are set forth in the section titled “The Business Combination Proposal — TTNP Board’s Reasons for the Approval of the Business Combination.” The Company does not, as a matter of general practice, publicly disclose long-term forecasts or internal projections of its future performance, revenue, financial condition or other results. These projections and forecasts are inherently based on various estimates and assumptions that are subject to the judgment of those preparing them and are highly speculative in nature. These projections and forecasts are also subject to significant economic, competitive, industry and other uncertainties and contingencies, all of which are difficult or impossible to predict and many of which are beyond the control of the Company. There can be no assurance that PubCo’s financial condition, including its cash flows or results of operations, will be consistent with those set forth in such projections and forecasts, which could have an adverse impact on the market price of the PubCo Ordinary Shares or the business, financial condition and results of operations of PubCo following the Closing.

The Company Group depends on licenses, reseller contracts and distribution agreements with third-party software vendors to provide its services. Changes in their terms or a vendor’s ending its relationship with the Company Group could have a material adverse effect on its financial performance and prospects.

The Company Group does not develop its own software, but enters into licenses, reseller contracts or distribution agreements with third-party vendors, which are local or regional subsidiaries or affiliates of Oracle Corporation, Microimage (Private) Limited, Dayforce, Inc., and Humanica Public Company Limited, to resell to customers the software and regarding which the Company Group provides consulting, implementation, training, and maintenance services to its customers. If the Company Group is unable to maintain these licenses, reseller contracts or distribution agreements, or if the Company Group is required to make significant changes in the terms and conditions of these licenses, reseller contracts or distribution agreements, the Company Group may need to seek replacement vendors to address any revisions to any these licenses, reseller contracts or distribution agreements with its current vendors, which could increase its expenses and impair the quality of its services. In addition, the Company Group cannot provide any assurance that its vendors will continue to support their technologies. If any software that the company distributes or services ceases to be available or supported by its vendor, the Company Group may be unable to find suitable alternatives on reasonable terms, or at all.

The Company Group depends on its team of in-house consultants and staff for the provision of HCM solutions.

The Company Group’s in-house consultants and staff are its main assets in its HCM solutions business. The provision of HCM solutions, including consulting and implementation of the respective solutions as well as technical support and maintenance services, requires the expertise of its consultants and staff who are equipped with extensive human resources knowledge, as well as experience in HCM software. As at the LPD, the Company Group have a total of 39 in-house consultants and staff (including 21 certified by Oracle Corp, nine certified by DayForce, Inc., three certified by Microimage (Private) Ltd and 12 certified by Humanica Public Company Ltd, and the Company Group’s in-house consultants and staff consist of 38 permanent employees while the remaining one is a contract or temporary employee. The Company Group’s consultants are trained and qualified to provide services with multiple products.

The Company Group’s ability to attract and retain competent and skilled consultants and staff is crucial for its continued success, future business growth and expansion. Any loss by the Company Group of its consultants and staff, if it is unable to find suitable replacements in a timely manner, may cause disruptions to its project deliverables. Consequently, if the Company Group is unable to adhere to its project delivery schedules, its billing schedule will be delayed, as invoices are issued according to project delivery milestones.

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While TTNP and the Company work to complete the Business Combination, the Company’s management’s focus and resources may be diverted from operational matters and other strategic opportunities.

Successful completion of the Business Combination may place a significant burden on management and other internal resources of the Company. The diversion of management’s attention and any difficulties encountered in the transition process could harm the Company’s business, financial condition, results of operations and prospects and PubCo’s following the Business Combination. In addition, uncertainty about the effect of the Business Combination on the Company’s employees, consultants, customers, suppliers, partners, and other third parties, including regulators, may have an adverse effect on PubCo following the Business Combination. These uncertainties may impair PubCo’s ability to attract, retain and motivate key personnel for a period of time after the completion of the Business Combination.

The Company Group face competition from other HCM solutions providers and software vendors. If the Company Group is unable to compete effectively, the Company Group’s business, operating results or financial condition could be adversely affected.

The market for HCM solutions is highly competitive, rapidly evolving and fragmented. HCM solutions end-users may engage HCM solution providers other than the Company Group, including the Company Group’s vendors, directly, for their projects, and, hence, the Company Group faces competition from these solution providers and software vendors. As at the LPD, there are about six solution providers and software vendors in Malaysia, about four solution providers and software vendors in Singapore, about five solution providers and software vendors in Thailand, about five solution providers and software vendors in Indonesia and about three solution providers and software vendors in Hong Kong, about three solution providers and software vendors in Taiwan, all of whom are also selling HCM solutions from Oracle Corp, DayForce, Inc., Humanica Public Company Limited, or Microimage (Private) Ltd.

The Company Group competes with other similar solution providers, as well as with the Company’s software vendors when customers engage them directly for their projects, as these software vendors sell licenses of other brands of HCM software, and they also deliver implementation and consulting to customers. The Company Group competes with these solution providers and software vendors in terms of expertise and resources available, software used, service quality, delivery time and pricing strategies.

The Company Group expects competition to continue to intensify as new technologies and new market entrants emerge and increasingly aggressive pricing strategies persist. Certain competitors have access to larger clients and license, reseller, or distribution agreements with software vendors other than the Company Group’s and a more established presence in the markets than the Company Group does. Certain of the Company Group’s competitors have in the past or may in the future:

● adapt more rapidly to new or emerging technologies and changes in client requirements;

● develop superior products or services, gain greater market acceptance and expand their product and service offerings more efficiently or rapidly;

● offer products and services that the Company Group may not offer or bundle products and services in a manner that provides them with a price advantage;

● offer products that can be integrated with other software or systems, whereas the Company Group’s software solutions may not allow for such integration;

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● establish and maintain partnerships with third parties that enhance and expand their product offerings;

● take advantage of acquisition and other opportunities for expansion more readily;

● maintain a lower cost basis;

● secure contractual terms and implement other client retention strategies that increases the Company Group’s costs to acquire new clients;

● adopt more aggressive or desirable pricing policies; or

● devote greater resources to the promotion, marketing and sale of their products and services.

In addition, some of the Company Group’s principal competitors offer their products or services at a lower price, which has resulted in pricing pressures. Similarly, some competitors offer different billing terms, which has resulted in pressures on the Company Group’s billing terms. If the Company Group is unable to maintain its pricing levels and its billing terms, the Company Group’s operating results would be negatively impacted. In addition, pricing pressures and increased competition generally could hinder the Company Group’s ability to attract and retain clients and could result in reduced sales, reduced margins, losses or the failure of the Company Group’s solution to maintain widespread market acceptance, any of which could adversely affect its business, operating results or financial condition.

Some of the Company Group’s competitors have far greater resources for marketing, selling, and implementing HCM products than the Company. The competition arising from other solution providers and software vendors may result in increased difficulty for the Company Group in winning competitive tenders for future projects, which will have a negative impact on its revenue and subsequently its overall financial performance.

The Company Group’s business depends substantially on its customers’ continued use of its solutions, their purchases of additional solutions from the Company Group and the Company Group’s ability to add new customers. Any decline in the Company Group’s customers’ continued use of its solutions or purchases of additional solutions could adversely affect its business, operations or financial condition.

In order for the Company Group to maintain or improve its operating results, it is important that the Company Group’s current customers continue to use its solutions and purchase additional solutions from it, and that the Company Group adds additional customers. The Company Group’s customers have no obligation to continue to use its solutions, and may choose not to continue to use its solutions at the same or higher level of service, if at all. There has been instances where clients have opted not to renew their contracts with KE Sdn due to internal cost reduction initiatives within their organizations. Additionally, some clients have chosen not to pursue annual software upgrades, as they are satisfied with the functionality of their current version, which consequently leads to the non-renewal of their contracts with the Company.

The Company Group’s customers retention rates may fluctuate as a result of a number of factors, including the level of customers satisfaction with its solutions, pricing, the prices of competing products or services, mergers and acquisitions affecting its customers base, reduced hiring by its customers or reductions in its customers’ spending levels. If the Company Group’s customers do not continue to use its solutions, renew on less favorable terms, fail to purchase additional solutions, or if the Company Group fails to add new customers, its revenue may decline, and the Company Group’s business, operations or financial condition could be adversely affected.

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The Company Group’s business, operating results or financial condition could be adversely affected if its clients are not satisfied with its deployment or technical support services, or if its solution fails to perform properly.

The Company Group’s business depends on its ability to satisfy its clients, both with respect to its solutions and the technical support provided to help its clients use the solutions that address the needs of their businesses. The Company Group uses its in-house deployment personnel to implement and configure its solution and provide support to its clients. If a client is not satisfied with the quality of the Company Group’s solution, the solutions delivered or the support provided, the Company Group could incur additional costs to address the situation, the Company Group’s profitability might be negatively affected, and the client’s dissatisfaction with its deployment or support service could harm its ability to sell additional solutions to that client. In addition, the Company Group’s sales process is highly dependent on the reputation of its solutions and technical support and on positive recommendations from its existing clients. Any failure to maintain high-quality technical support, or a market perception that the Company Group do not maintain high-quality technical support, could adversely affect client retention, its reputation, its ability to sell its solutions to existing and prospective clients, and, as a result, adversely affect its business, operating results or financial condition.

Dependence on a limited customer base.

For fiscal year 2023, two customers accounted for approximately 24% of the Company Group’s total revenue for fiscal year 2022, and two customers accounted for approximately 28% of the Company Group’s total revenue.

The Company Group has taken steps to mitigate the risk of dependency on the abovementioned customers by expanding its clientele. Other efforts taken include the Company Group’s expansion into the Philippines and widening the range of its products and services, such as Sunfish Workplaze. However, there can be no assurance that the Company Group will be successful in diversifying its customer base. Any loss of all or a substantial amount of the business with more of the abovementioned customers will have a significant adverse impact on the Company Group’s revenue and profitability.

Because of the high cost of HCM solutions, the Company Group’s target market is limited to large organizations with substantial human resources budgets.

HCM solutions generally are suitable for large organizations (at least approximately 300 employees) for automation of HR processes and management of large volumes of data generated for such a workforce. HCM solutions also allow organizations to enhance its talent management strategies by incorporating modern key performance indicators such as employees’ health, fitness, happiness and levels of engagement, enabling organizations to keep abreast with evolving needs of its workforce and to position themselves as a desired workplace to attract the best talent in the market.

The adoption of HCM solutions requires high cost of investment which comprises cost to purchase user licenses and cost to engage consulting, implementation, and support and maintenance services for the solution. The cost of a HCM solution is based on various factors, including types of software, modules to be implemented, duration of project, number of consultants required and complexity of the solutions based on organizations’ HR policies and workflow processes requirements.

The market for the Company Group’s solution among large companies may be limited if these companies demand customized features and functions that the Company Group does not offer.

Prospective customers, especially larger companies, may require customized features and functions unique to their business processes that the Company Group does not offer. In order to ensure the Company Group meets these requirements, the Company Group may devote a significant amount of support and services resources to larger prospective customers, increasing the cost and time required to complete sales with no guarantee that these customers will continue to use its solution. The Company Group may not be successful in implementing any customized features or functions. If prospective customers require customized features or functions that the Company Group does not offer, or that would be difficult for them to deploy themselves, then the market for the Company Group’s solution will be more limited and its business could be adversely affected.

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Most of the Company Group clients are concentrated in a relatively small number of industries, making it vulnerable to downturns in those industries.

Most of the Company Group’s customers operate in the technology, property management, property development, management consulting services infrastructure, banking and financial services, retail, manufacturing, public sector, education institution and hospitality services industries. As a result, if any of those industries suffers a downturn, the portion of the Company Group’s business attributable to customers in those industries could be adversely affected.

The project-based and contract-based nature of the Company Group’s business and the timing of delivery may lead to fluctuations in the Company Group’s revenue, profit and operating cash flow.

The Company Group’s revenue is mainly derived from the provision of HCM solutions, followed by the provision of IT staff augmentation, outsourcing and consulting services. Revenue from HCM solution projects and IT staff augmentation, outsourcing and consulting services collectively contributed approximately 78% to the Company Group’s total revenue in fiscal year ended (“FYE”) 2023, approximately 82% in FYE 2022, and approximately 89% in FYE 2021, respectively.

The provision of its HCM solutions, particularly the consulting and implementation of solutions, are carried out on a project basis. The Company Group’s revenue from delivery of services is recognized upon issuance of invoices based on project delivery milestones over the tenure of the projects. As such, the timing of project delivery will affect its billing schedule which will in turn affect its revenue recognition, and may cause its profit and operating cash flow to fluctuate.

Further, the Company Group provides IT staff augmentation, outsourcing and consulting services to its customers on a contractual basis, generally ranging between a period of few months to several years. Any renewal of its IT staff augmentation, outsourcing and consulting contracts is subject to its customers’ internal IT projects and/ or operational needs. Hence, the non-recurrent nature of new contracts secured as well as the renewal of existing contracts may cause the revenue, profit and operating cash flow of the Company Group’s IT staff augmentation and consulting business to fluctuate.

The Company Group is exposed to credit risk and default payment by customers.

The Company Group generally grants its customers credit periods between 30 days to 60 days upon issuance of invoices. In the event that payment is not received within the credit period or there is a default in payment by the Company Group’s clients, its operating cash flows or financial results of operations may be adversely affected.

As at FYE 2023, trade receivables past due but not impaired amounted to MYR1,352,658 or 55.38% of its total trade receivables. As at the LPD, trade receivables past due but not impaired amounted to MYR1,379,771 or 34.94% of the Company Group’s total trade receivables. While the Company Group have not impaired for any credit loss in fiscal years 2023, or 2022 and up to the LPD, there can be no assurance that the Company Group’s customers will be able to fulfil their payment obligations and that the Company Group will not encounter any collection problems in the future. Any default or delay in the collection of payment may lead to impairment losses on trade receivables or bad debts which may have material adverse impact on its financial performance.

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Borrowing Risks and Restrictive Covenants.

As at the LPD, the Company has approximately USD $404,029 (MYR 1,905,000)  in outstanding borrowings comprising term loan and credit facility, all of which are interest bearing. As such, any additional borrowings and/or increase in interest rates may result in an increase in interest expense and affect the profitability of the Company. There can be no assurance that the interest rates will be maintained in the future and/or that any increase in its borrowings will not have a material effect on the performance of the Company.

The Company’s credit facilities may also be subject to periodic review by the banks or financiers and contain certain covenants which may limit its operating and financial flexibility. Any act or omission by the Company that breaches such covenants may give rise to rights by the banks or financiers to terminate the relevant credit facilities and/or enforce any security granted in relation to those credit facilities. This may in turn cause a cross default of other credit facility agreements. These covenants are commonly contained in facility agreements in Malaysia. There can be no assurance that the Company’s performance will not be adversely affected should the Company breach such covenants of any of its facility agreements.

The Company is not presently in breach of any such covenants of any credit facility granted to it and will at all times take all reasonable effort to observe such covenants.

The Company Group is exposed to foreign exchange transaction risks which may impact the profitability of the Company Group.

The Company Group has clients in Malaysia, Singapore, Indonesia, Hong Kong, Taiwan, and Australia. The breakdown of the Company Group’s revenue by currencies for fiscal years 2023 and 2022, are as follows:

	For the years ended July 31,						For the nine months ended April 30,
	2022			2023			2023			2024
Revenue generated by MYR		99	%		99	%		99	%		96	%
Revenue generated by SGD		1	%		1	%		1	%		4	%

For the years ended July 31, 2022 and 2023, and for the nine months ended April 30, 2023 and 2024, the Company Group’s purchases, comprising HCM software licenses from software vendors, are mainly denominated in MYR. Nevertheless, the Company Group’s purchases may vary from year to year which will be subject to the countries where the Company Group secure its sales. The breakdown of the Company Group’s purchases by currencies in the financial years under review are as follows:

	For the years ended July 31,						For the nine months ended April 30,
	2022			2023			2023			2024
Purchase made by MYR		99	%		100	%		100	%		100	%
Purchase made by SGD		1	%		-			-			-

The Company Group does not hedge its exposure to fluctuations in foreign currency exchange rates. As such, the Company Group is subject to foreign exchange fluctuation risk for its revenue and purchases denominated in foreign currencies which the Company Group transacts.

A depreciation of the MYR or SGD against the currencies which the Company Group transact will lead to higher revenue in MYR or SGD after conversion, whereas it will also lead to higher cost of purchases in MYR after conversion. Conversely, appreciation of the MYR or SGD against the currencies which the Company Group transact will lead to lower revenue and lower cost of purchases in MYR and SGD after conversion. Overall, the Company Group’s foreign exchange gains and losses for the years ended July 31, 2022 and 2023 are as follows:

(in USD)	For the years ended July 31,
	2022		2023
Foreign Exchange gains	$	12,477	$	964

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The Company Group’s HCM solution project deliverables are exposed to unexpected delays or interruptions caused by operational factors, accidents and natural disasters beyond its control.

The Company Group’s HCM projects are subject to unexpected delays or interruptions caused by factors beyond its control. For example, its customers may delay the completion of projects due to unforeseen circumstances, such as unavailability of a customer’s person-in-charge at a customer site to enable project implementation or failures or unscheduled system maintenance of a customer’s IT system.

Delays caused by the Company Group’s customers may adversely affect the project schedule and, consequently, timing of the Company Group’s revenue recognition and collection of payment, thus impairing financial performance. Hence, the Company Group depends on the availability and cooperation of its customers to minimize delays in project implementation.

Other unexpected events, such as accidents or natural disasters, may impede project implementation by temporarily preventing Company Group employees from reaching customer sites or accessing its systems. As the Company Group depends on its personnel, who cannot be replaced with machines, to deliver services and project deliverables, any significant interruptions of its employees’ abilities to deliver services may adversely affect the project schedule and likewise its timing for revenue recognition and collection of payment from its customers.

Company Group customers may claim liquidated damages for its delays in providing or failure to provide services in accordance with customer agreements. Significant claims for liquidated damages could impair the Company Group’s financial performance.

Further, for current on-going projects as at the LPD, Company Group customers are allowed to claim liquidated damages of up to 15% of the total project cost for project delays or failures caused by the Company Group. In the event of significant liquidated damages claims, project cost to the Company Group will increase and may adversely affect its financial performance. Since the commencement of the Company Group’s business, it has not received any claims for liquidated damages arising from delays in meeting project milestones.

In addition, the Company Group’s current customers for on-going technical support and maintenance services are allowed to claim liquidated damages of up to 5% of fees, for Company Group delays in providing or failures to provide such services. Significant claims for liquidated damages will increase the Company Group’s operating costs, which may adversely affect its financial performance. Since the commencement of the Company Group’s business, it has not received any claims for liquidated damages arising from issues related to technical support and maintenance services.

The Company Group’s success depends on growth in market acceptance of the digitalization of human resources processes and related services that it provides.

The Company Group’s success depends on the willingness of employers to digitalize their human resources processes through the implementation of the Company Group’s HCM solutions. Many companies have invested substantial personnel, infrastructure and financial resources in their own internal HR organizations and therefore may be reluctant to switch to the Company Group’s solution. Companies may not engage the Company Group for other reasons, including a belief that they manage their HR activities more effectively using their internal administrative organizations, perceptions about the expenses associated with the Company Group’s services, perceptions about whether the Company Group’s services comply with laws and regulations applicable to them or their businesses, or other considerations that may not always be evident. Additional concerns or considerations may also emerge in the future. The Company Group must address its potential customers’ concerns and explain the benefits of its approach to management of their HR activities, particularly in parts of Southeast Asia where the Company Group and its solution are less well-known. If the Company Group is not successful in addressing potential customers’ concerns and persuading them that its solution can more satisfactorily fulfill their HR needs and streamline their human resources processes, then the market for its solution may not develop as the Company Group anticipates, and its business may not grow.

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If the Company Group is unable to rapidly grow its sales force, it will not be able to grow its business at the rate that it anticipates, which could harm its business, operations and financial condition.

In order to raise awareness of the benefits of the Company Group’s services and identify and acquire new customers, the Company Group must rapidly grow its direct sales force, which consists of regional sales representatives who focus on serving customers in specific industry vertical markets. Competition for skilled sales personnel is intense, and the Company Group cannot provide assurance that it will be successful in attracting, training and retaining qualified sales personnel, or that its newly hired sales personnel will function effectively, either individually or as a group. In addition, the Company Group’s newly hired sales personnel are typically not productive for up to a year following their hiring. This results in increased near-term costs to the Company Group relative to the sales contributions of these newly hired sales personnel. If the Company Group is unable to rapidly grow and effectively train its sales force, its revenues likely will not increase at the rate that the Company Group anticipates, which could harm its business, operations and financial condition.

The Company Group’s failure to maintain or enhance its reputation or brand recognition could harm its business.

The Company Group believes that maintaining and enhancing its reputation and the Company Group’s brand identity is critical to maintaining the Company Group’s relationships with its customers and vendors and its ability to attract new customers and vendors. The Company Group also believe that its reputation and brand identity will become more important as competition in its industry continues to develop. The Company Group’s ability to maintain and enhance its reputation and brand identity will be affected by a number of factors, some of which are beyond its control, including:

● the effectiveness of its marketing efforts;

● its ability to attract and retain new sales personnel to expand its direct sales force;

● its ability to retain its existing customers and attract new customers;

● the quality and perceived value of its services;

● its ability to successfully differentiate its services from those of its competitors;

● actions of its competitors and other third parties;

● positive or negative publicity about the Company Group or its industry in general;

● interruptions, delays or attacks on its website; and

● litigation or regulatory developments.

Any brand promotion activities in which the Company Group engages may not be successful or yield increased revenues. Furthermore, negative publicity, whether or not justified, relating to events or activities attributed to the Company Group, its employees and consultants, its vendors, other companies in its industry or others associated with any of these parties, may tarnish its reputation and reduce the value of its brand. Damage to the Company Group’s reputation and loss of brand equity may reduce demand for its services and harm its business, results of operations and financial condition. Moreover, any attempts to rebuild the Company Group’s reputation and restore the value of the Company Group’s brand may be costly and time-consuming, and any such efforts may not ultimately be successful.

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The Company Group may not be able to successfully implement its business strategies.

The Company Group plans to grow its HCM solutions business and HCM technology applications business by further expanding its presence regionally to Indonesia and Philippines, enhancing its existing offerings and increasing its sales. To successfully implement these business strategies, the Company Group needs to attract suitable talents regionally and increase its sales and marketing activities. See, Information Related to the Company—Business and The Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations, for further details of its business strategies.

The execution of its business strategies is subject to additional expenditures including staff costs, office rental, sales and marketing expenses and other working capital requirements. Such additional expenditures will increase the Company Group’s operational cost including its overhead costs, and may adversely affect its profit margin if it is unable to gain sufficient revenue by securing more sales or projects following the implementation of its business strategies. Furthermore, the implementation of its business strategies may be influenced by factors beyond its control, such as changes in general market conditions, economic climate and political environment in Malaysia as well as regionally in Southeast Asia, which may affect the commercial viability of its business strategies. The implementation of its business strategies could also be adversely affected by a variety of other factors such as new and unforeseen technologies used or introduced by its competitors or attractive pricing offered by its competitors, which may affect the attractiveness of its offerings.

Hence, there can be no assurance that the effort and expenditures spent on the implementation of the Company Group’s business strategies will yield expected results in growing its business in terms of financial performance and market presence. The Company Group is not able to guarantee that it will be successful in executing its business strategies, nor can it assure that it will be able to anticipate all the business, operational and industry risks arising from its business strategies. Such failure may lead to adverse effect on the Company Group’s business operations and financial performance.

Most of the Company Group’s customer contracts are short-term, requiring the Company, continuously, to secure new contracts to maintain its business.

Because organizations in Malaysia do not customarily budget HCM solutions on long-term basis, the Company Group does not have long-term contracts with its customers, other than maintenance services contracts, which typically range between one to three years, and HCM solution subscription agreements, renew automatically annually. Consequently, the Company Group must be able, continuously, to secure new contracts and renewals of maintenance services contracts and HCM solution subscription agreements. Failure to do so may have a material adverse impact on the Company Group’s financial performance and prospects.

The Company Group is exposed to risks relating to the economic, political, legal and regulatory environments in the countries in which it operates.

The Company Group operates regionally in Southeast Asia, having offices in Malaysia and Singapore and customers in Malaysia, Singapore, Indonesia, Hong Kong, Taiwan, and Australia. The Company Group plans to continue expanding into the Philippines. The Company Group’s business, prospects, financial condition and results of operations may be affected by any adverse developments, changes and/or uncertainties in the economic, political, legal and regulatory environments that are beyond its control in the countries in which it operates and transacts business. These risks include unfavorable changes in political conditions, economic conditions, interest rates, government policies and regulations, import and export restrictions, duties and tariffs, civil unrests, methods of taxation, inflation and foreign exchange controls.

Any changes in government policies that could disrupt customer or potential customer business operations may cause a decline in human resources budgets and demand for the Company Group’s products and services. Such events may have a material adverse effect on its business and financial performance. There can be no assurance that any adverse economic, political, legal and/or regulatory developments will not lead to a material adverse effect on the business performance of the Company Group.

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Because the Company Group’s long term success depends, in part, on its ability to expand the sales of its solution to customers located outside of Malaysia, its business will be subject to risks associated with international operations.

An element of the Company Group’s growth strategy is to expand its operations and customer base to the Philippines. To date, the Company Group have not engaged in any operations in the Philippines. Expansion into Philippines or other international markets, it will require significant resources and management attention and will subject it to regulatory, economic and political risks that are different from those in Malaysia. Because of the Company Group’s lack of experience with operations in the Philippines, the Company Group cannot assure that its expansion efforts will be successful.

To date, the Company Group has established operations outside Malaysia by collaborating with strategic partners who, it believes, have the necessary business experience and the understanding of culture in those countries to conduct business there. The Company Group’s strategic partners are companies appointed on a project basis to follow up on sales leads with potential customers, and local consultants who are able to provide their expertise in implementing projects. Unless it can find suitable collaboration partners for the Philippines, the Company Group’s plan to expand there may be unsuccessful.

The Company Group insurance coverage may not be adequate to cover all losses or liabilities that may arise in the course of its business operations.

The Company Group maintains insurance at levels that are customary in its industry to protect against various losses and liabilities. As at the LPD, the insurance carried by the Company Group are as follows:

(i) Burglary, consequential loss, employer’s liability, fire risk, machine and equipment, public liability insurance policy for the headquarters in Malaysia;

(ii) Group term life and group health plan insurance policy for employees in Malaysia; and

(iii) Group personal accident for two senior management, five administration and marketing employees, 29 technical employees and two individuals namely, Ho Say San and Choo Yeow, being the current directors of the Company Group in Malaysia.

However, in the event of claims, the Company Group’s insurance may not be adequate to cover all losses or liabilities that might be incurred in its operations as a result of any unforeseen circumstances. Moreover, the Company Group will be subject to the risk that, in the future, it may not be able to maintain or obtain insurance of the type and amount desired at reasonable rates. If the Company Group were to incur a significant liability for which it was not fully insured, it could have a material adverse effect on its business operations and financial performance.

Changes in laws and regulations related to the Internet or changes in the Internet infrastructure itself may diminish the demand for the Company Group’s solutions, and could have a negative impact on its business.

The future success of the Company Group’s business depends upon the continued use of the Internet as a primary medium for commerce, communication and business. Federal, state and foreign government bodies or agencies have in the past adopted, and may in the future adopt, laws or regulations affecting the use of the Internet as a commercial medium. Changes in these laws or regulations could require the Company Group or the Company Group’s software vendors to modify its respective solutions in order to comply with these changes. In addition, government agencies or private organizations may impose taxes, fees or other charges for accessing the Internet or commerce conducted via the Internet. These laws or charges could limit the growth of Internet-related commerce or communications generally, or result in reductions in the demand for Internet-based solutions such as the Company Group’s solutions.

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In addition, the use of the Internet as a means of conducting business could be adversely affected due to delays in the development or adoption of new standards and protocols to handle increased demands of Internet activity, security, reliability, cost, ease of use, accessibility, and quality of service. The performance of the Internet has been adversely affected by “viruses,” “worms” and similar malicious programs and the Internet has experienced a variety of outages and other delays as a result of damage to portions of its infrastructure. If the use of the Internet is adversely affected by these issues, demand for the Company Group’s solutions could suffer.

Volatility in the financial and economic environment could harm the Company Group’s business.

Demand for the Company Group’s services is sensitive to changes in the level of overall economic activity in the markets in which it operates. Current or potential customers may also react to weak economic conditions or forecasted weak economic conditions by reducing their employee headcount or by lowering their wage, bonus or benefits levels, any of which would affect the Company Group’s revenues, and may affect its margins, because the Company Group may be unable to reduce its selling, administrative or other expenses sufficient to offset the drop in revenues. It is difficult for the Company Group to forecast future demand for its services due to the inherent difficulty in forecasting the direction and strength of economic cycles. These conditions may affect the willingness of the Company Group’s customers and potential customers to pay outside vendors for services like the Company Group’s services, and may impact their ability to pay their obligations to the Company Group on time, or at all. In addition, if businesses have difficulty obtaining credit, business growth and new business formation may be impaired, which could also harm the Company Group’s business. Even modest downturns in economic activity or the availability of credit on a regional or national level could harm the Company Group’s business.

The Company Group’s financial results may fluctuate due to many factors, some of which may be beyond its control.

The Company Group’s results of operations, including the levels of its revenues, costs of revenues, administrative expenses, operating income, cash flow and deferred revenue, may vary significantly in the future and the results of any one period should not be relied upon as an indication of future performance. The Company Group’s financial results may fluctuate as a result of a variety of factors, many of which are outside of its control, and as a result, may not fully reflect the underlying performance of its business. Factors that may cause the Company Group’s financial results to fluctuate from period to period include, without limitation:

● its ability to attract new customers or sell additional solutions to its existing customers;

● the number of new customers and their employees, as compared to the number of existing customers and their employees in a particular period;

● the mix of customers between small, mid-sized and large organizations;

● the extent to which the Company Group retains existing customers and the expansion or contraction of its relationship with them;

● the mix of solutions sold during a period;

● changes in the Company Group’s pricing policies or those of its competitors;

● seasonal factors affecting payroll processing, demand for the Company Group’s solutions or potential customers’ purchasing decisions;

● the amount and timing of operating expenses, including those related to the maintenance and expansion of the Company Group’s business, operations and infrastructure;

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● the timing and success of new solutions introduced by the Company Group and the timing of expenses related to the development of new solutions and technologies;

● the timing and success of current and new competitive products and services by the Company Group’s competitors;

● economic conditions affecting the Company Group’s customers, including their ability to outsource HCM solutions and hire employees;

● other changes in the competitive dynamics of the Company Group’s industry, including consolidation among competitors or customers;

● the Company Group’s ability to manage its existing business and future growth

● network outages or security breaches; and

● general economic, industry and market conditions.

The Company Group’s business and operations are exposed to sudden disruptions caused by serious pandemic and epidemic outbreaks.

On March 11, 2020, COVID-19 virus, also known as the novel coronavirus was declared a worldwide pandemic by the World Health Organization. In Malaysia, the government announced the Movement Control Order (“MCO”), effective March 18, 2020 to May 3, 2020, which had caused the closure of all government and private premises except those involved in essential services, unless written permission is obtained from Ministry of Investment, Trade and Industry. Further, a Conditional Movement Control Order (“CMCO”) was imposed between May 4, 2020 and June 9, 2020 which allowed more businesses to operate subject to the adherence to a set of strict standard operating procedures. In view of the MCO and the CMCO imposed between March 18,2020 and June 9,2020, the business operations of the Company Group and the majority of its customers in Malaysia were affected. Further, the Company Group’s operations or its customers in Singapore, Indonesia, Hong Kong, Taiwan, and Australia were also affected by the mandatory social and physical distancing measures and lockdowns imposed by the respective governments in these countries.

The mandatory social and physical distancing measures and lockdowns imposed by the governments in these countries have also prohibited the Company Group from continuing its work at its customers’ premises. This caused slight delays to its project delivery schedule which had subsequently affected its billing schedule from the second quarter of 2020 onwards for its existing projects. Any prolonged disruption to its business operations or its customers’ business operations pursuant to the imposition of any mandatory social and physical distancing measures and lockdowns may have adverse impact on its project deliverables. For instance, during the MCO and the CMCO period, the progress of the HCM solution project was affected as the Company Group’s consultants were prohibited from carrying implementation works or acceptance test at the customers’ premises, thereby causing a delay in the projects and affecting its billing schedule and financial performance as the Company Group continue to incur fixed expenses during the mandatory social and physical distancing and lockdown period. Further, during the COVID-19 pandemic, despite the Company Group’s engagement in sales and marketing activities, its customers were deferring their projects and the Company Group also face difficulty in securing new projects.

Further, the economic impact of the COVID-19 virus may adversely affect the financial positions of many organizations which may result in tighter budgets. Organizations may be more cautious in their spending moving forward and prioritize resources in recovering their sales performance and financial position after the crisis ends. This may temporarily affect the demand for HCM solutions in view of its high cost of investment and may consequently cause a slowdown in the demand for the Company Group’s HCM solutions. In addition, it may also affect the demand for its IT staff augmentation, outsourcing and consulting services as organizations may temporarily delay or abort their ad-hoc IT projects.

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Any such future pandemic outbreaks, as well as epidemic outbreaks affecting a significantly large but more localized population, may result in similar interruptions to the Company Group’s business and operations, which may subsequently have a material adverse impact on its financial performance.

Risks Related to the Company’s Data Privacy, Cybersecurity and Intellectual Property

The Company Group’s third party HCM solutions, Oracle PeopleSoft HCM, Oracle PeopleSoft Financials, DayForce HCM, SunFish WorkPlaze, and MiHCM Cloud, are exposed   to the risk of security breaches.

Under the Personal Data Protection Act 2010 of Malaysia (“Malaysia PDPA”) which regulates the processing of personal data in commercial transaction and the prevention of any unlawful and malicious use of any such personal data collected, any service provider that collects customer information through commercial transactions has the responsibility to adopt and implement a policy that protects the privacy of identifiable information.

“Processing” in relation to personal data, means collecting, recording, holding or storing the personal data or carrying out any operation or set of operations on the personal data, including—

(a) the organization, adaptation or alteration of personal data;

(b) the retrieval, consultation or use of personal data;

(c) the disclosure of personal data by transmission, transfer, dissemination or otherwise making available; or

(d) the alignment, combination, correction, erasure or destruction of personal data;

“Personal data” means any information in respect of commercial transactions, which—

(a) is being processed wholly or partly by means of equipment operating automatically in response to instructions given for that purpose;

(b) is recorded with the intention that it should wholly or partly be processed by means of such equipment; or

(c) is recorded as part of a relevant filing system or with the intention that it should form part of a relevant filing system,

that relates directly or indirectly to a data subject, who is identified or identifiable from that information or from that and other information in the possession of a data user, including any sensitive personal data and expression of opinion about the data subject; but does not include any information that is processed for the purpose of a credit reporting business carried on by a credit reporting agency under the Credit Reporting Agencies Act 2010 of Malaysia.

“Commercial transactions” is defined under the Malaysia PDPA as any transaction of a commercial nature, whether contractual or not, which relates to the supply or exchange of goods or services, agency, investments, financing, banking and insurance, but it does not include a credit reporting business carried out by a credit reporting agency under the Credit Reporting Agencies Act 2010 of Malaysia.

The Personal Data Protection Act (No. 26 of 2012) of Singapore (“Singapore PDPA”) governs the collection, use and disclosure of individuals’ personal data by organizations. The Singapore PDPA defines “personal data” as data, whether true or not, about an individual who can be identified —

(a) from that data; or

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(b) from that data and other information to which the organization has or is likely to have access.

An organization is required to comply with the following obligations prescribed by the Singapore PDPA:

(a) obtain the consent of the individual before collecting, using, or disclosing his personal data, for purposes that a reasonable person would consider appropriate in the circumstances;

(b) notify the individual of the purpose of collecting his personal data;

(c) only use personal data for purposes consented by the individual;

(d) put in place mechanisms for individuals to withdraw their consent;

(e) take reasonable efforts to ensure that personal data collected is accurate and complete if the personal data is likely to be used to make a decision that affects the individual, or is likely to be disclosed to another organization;

(f) when requested, correct any error or omission in an individual’s personal data;

(g) upon an individual’s request, provide an individual with his personal data in the organization’s possession and control, as well as information about the ways in which the personal data has been used or disclosed in the past year;

(h) protect personal data by making reasonable security arrangements to prevent unauthorized access, collection, use, disclosure, copying, modification, disposal or similar risks;

(i) cease to retain personal data as long as it is reasonable to assume that:

(i) the purpose for which it was collected is no longer being served by retaining it; and

(ii) the retention is no longer necessary for business or legal purpose;

(j) not to transfer any personal data out of Singapore except in accordance with the requirements set out in the Singapore PDPA; and

(k) implement the necessary policies and practices in order to meet its obligations under the Singapore PDPA and make information about its policies and practices available on request.

As a reseller of HCM solutions of Oracle, DayForce, WorkPlaze, and MiHCM, the Company Group does not collect or process any personal data of any of its corporate customers. All personal data are collected and processed by its corporate customers through the use of the HCM solutions provided by Oracle, DayForce, WorkPlaze, and MiHCM. Other than in limited circumstances, the employee of the Company Group would access the data of the customer in order to provide fast turnaround resolution in a very controlled environment with the supervision of the customer, the Company Group does not deal with nor own any information of its customers’ personal data stored in such HCM solutions or the database of Oracle, DayForce, WorkPlaze, or MiHCM. Accordingly, the Malaysia PDPA and Singapore PDPA has limited application to the Company Group, only with regards to any personal data that the Company Group’s customers may provide to the Company Group for user acceptance tests. However, in the event where there are security breaches on the HCM solutions of the Company Group’s customers or the database of Oracle, DayForce, WorkPlaze, or MiHCM, which lead to leakage of personal data of the employees or customers of the Company Group’s customers to unauthorized parties, the Company Group’s reputation may be indirectly and adversely affected. In any event, the Company Group have established policies and procedures to help protect the security and privacy of any personal data given to the Company Group, including employees’ data secrecy compliance, but it is possible that its security controls over the personal data may not prevent the improper access to or disclosure of this data such as unauthorized access to restricted personal data by its employees.

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While the Company Group have taken the necessary measures to minimize the risk of potential security breaches, there can be no assurance that there will not be cases of security breaches in the future which could lead to adverse impact to the Company Group as described above.

Because the techniques used to obtain unauthorized access to, or sabotage IT systems, change frequently, grow more complex over time, and often are not recognized until launched against a target, the Company Group may be unable to anticipate or implement adequate measures to prevent such techniques. The Company Group internal IT systems continue to evolve, and the Company Groups is often the early adopters of new technologies. However, the Company Group’s business policies and internal security controls may not keep pace with these changes as new threats emerge. Furthermore, because the Company Group rely on third party service providers to store client data and emails, in the event of a security breach, the Company Group may not discover any security breach and loss of information for a significant period of time after the security breach.

There may also be attacks targeting any vulnerabilities in the Company Group’s applications, internally built infrastructure, enhancements, and updates to its existing offerings, or in the many different underlying networks and services that power the internet that the Company Group’s products depend on, most of which are not under its control or the control of its vendors, partners, or customers. Systems and processes designed to protect its applications, systems, software, and data, as well as customer data and other user data, and to prevent data loss and detect security breaches, may not be effective against all cybersecurity threats or perceived threats. However, the Company Group have not been subject to such incidents, including through third-party service providers. In addition, the Company Group’s software development practices adhere to market practices on security compliance, but there is risk that such market practices have not and may not identify all potential privacy or security issues, and inadvertent disclosures of data have occurred and may occur.

Additionally, remote work and resource access, including the Company Group’s hybrid work model, has and may continue to result in an increased risk of cybersecurity-related events such as phishing attacks, exploitation of any cybersecurity flaws that may exist, an increase in the number cybersecurity threats or attacks, and other security challenges as a result of the Company Group’s employees continuing to work remotely from non-corporate managed networks.

Furthermore, the Company Group have acquired or partnered with a number of companies, products, services, and technologies over the years, and incorporated third-party products, services, and technologies into its solutions. Addressing security issues associated with acquisitions, partnerships, incorporated technologies, and its supply chain requires significant resources, and the Company Group have inherited and may in the future inherit additional risks upon integration with or use by its HCM solutions. In addition, if a high-profile security breach occurs with respect to an industry peer, its customers and potential customers may generally lose trust in the security of financial management, spend management, human capital management, planning, or analytics applications, or in cloud applications for enterprises in general. Any or all of these issues could negatively affect the Company Group’s ability to attract new customers, cause existing customers to elect to terminate or not renew their subscriptions, result in reputational damage, cause the Company Group to pay remediation and indemnity costs and/or issue service credits or refunds to customers for prepaid and unused subscription services, or result in lawsuits, regulatory fines, or other action or liabilities, any of which could adversely affect the Company Group’s business and operating results.

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The Company Group relies on sophisticated information systems and technology, including those provided by third parties, for the secure collection, processing, transmission, storage of confidential, proprietary, and personal information, and to support its business operations and the availability of its applications. In the past several years, supply chain attacks have increased in frequency and severity. As the Company Group are both a provider and consumer of information systems and technology, the Company Group is at higher risk of being impacted either directly or indirectly by these attacks. The control systems, cybersecurity program, infrastructure, physical facilities of, and personnel associated with third parties that it relies on are beyond its control. The audits the Company Group periodically conduct on some of its third-party vendors do not guarantee the security of and may be unable to prevent security events impacting the information technology systems of third parties that are part of its supply chain or that provide valuable services to the Company Group, which have resulted and could result in the unauthorized access to data of its employees, its customers, its third-party vendors, or other end users; acquisition, destruction, alteration, use, tampering, release, unavailability, theft or loss of confidential, proprietary, or personal data of its employees, its customers, its third party vendors, or other end users; or the disruption of its operations and its ability to conduct its business or the availability of its applications; or could otherwise adversely affect its business, financial condition, operating results, or reputation.

Privacy concerns, evolving regulation of cloud computing, cross-border data transfer, and other domestic or foreign laws and regulations may reduce the adoption of the Company Group’s solutions, resulting in significant costs and compliance challenges, and adversely affect its business and operating results.

Legal requirements related to collecting, storing, handling, and transferring personal data are rapidly evolving at both the national and international level in ways that require the Company Group’s business to adapt to support customer compliance. As the regulatory focus on privacy intensifies worldwide, and jurisdictions increasingly consider and adopt privacy laws, the potential risks related to managing personal data by the Company Group’s business may grow. In addition, possible adverse interpretations of existing privacy-related laws and regulations by governments in countries where the Company Group’s customers operate, as well as the potential implementation of new legislation, could impose significant obligations in areas affecting the Company Group’s business or prevent the Company Group from offering certain services in jurisdictions where the Company Group operates.

One of the Company Group’s solutions utilize open source software, and any failure to comply with the terms of one or more of these open source licenses could negatively affect the Company Group’s business.

One of the Company Group’s solutions, Workplaze, uses software covered by open source licenses, such as Linux, Lucee, MariaDB, Flutter, React and Ant Design. The terms of various open source licenses have not been interpreted by Malaysia courts, and there is a risk that such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on the Company Group’s ability to market its applications. The Company Group attempt to avoid adverse licensing conditions in its use of open source software in its products and services. By the terms of certain open source licenses, the Company Group could be required to release the source code of its proprietary software, and to make its proprietary software available under open source licenses, if the Company Group combine its proprietary software with open source software in a certain manner. In the event that portions of its proprietary software are determined to be impacted by an open source license, the Company Group could be required to publicly release the affected portions of its source code, re-engineer all or a portion of its technologies, or otherwise be limited in the licensing of its technologies, each of which could reduce or eliminate the value of its technologies and services. In addition, the open source license terms for future versions of open source software that the Company Group uses might change, requiring the Company Group to pay for a commercial license or re-engineer all or a portion of its technologies. In addition to risks related to license requirements, usage of open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties or controls on the origin of the software. Many of the risks associated with usage of open source software cannot be eliminated and could negatively affect the Company Group’s business.

Risks Related to the Company’s International Operations, Legal and Regulatory Matters

The Company Group’s business is subject to numerous legal and regulatory risks that could have an adverse impact on its business and prospects.

The Company currently operates in Malaysia and Singapore and is subject to various regulations in each of the jurisdictions in which it operates.

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Focus areas of regulatory risk that the Company is exposed to include, among others: (i) evolution of privacy law, (ii) various forms of data regulation such as data localization, data portability, cybersecurity and advertising or marketing, (iii) antitrust competition regulations, (iv) foreign ownership restrictions, (v) evolution of tax law applicable to the Company Group’s business and (vi) regulations regarding the provision of online services, including with respect to the internet, mobile devices, and e-commerce. Conflicting regulations from different regulators within or between jurisdictions in which the Company Group operates could impair its profitability.

The Company Group’s actual or perceived failure to comply with applicable regulations could expose the Company Group to regulatory actions, including, but not limited to, potential fines, orders to temporarily or permanently cease all or some of its business activities. Any such actions could materially and adversely affect its business, financial condition, results of operations and prospects.

The Company Group’s international operations are, and its strategy to expand internationally will be, subject to increased challenges and risks.

Continuing to expand the Company Group’s business to attract customers outside of Malaysia is an important element of its business strategy. An important part of targeting international markets is developing offerings that are localized and customized for the customers in those markets. The Company Group’s ability to expand its business and to attract customers and talented employees in other international markets it may enter will require considerable management attention and resources and is subject to the particular challenges of supporting a rapidly growing business in an environment of multiple languages, cultures, customs, economics, legal systems, alternative dispute systems, regulatory systems, and commercial infrastructures.

Expanding the Company Group’s international focus may subject it to risks that the Company Group have not faced before or increase risks that it currently face, including risks associated with:

● inability to offer certain HCM solutions in certain foreign countries;

● recruiting and retaining talented and capable management and employees in foreign countries;

● challenges caused by distance, language, and cultural differences;

● customizing HCM solutions and other services that appeal to the operations of customers in international markets;

● competition from local HCM solution providers with significant market share in those markets and better understandings of operations of local companies;

● negotiating agreements with local companies that are sufficiently economically beneficial to the Company Group and protective of its rights;

● compliance with applicable foreign laws and regulations, including laws relating to personal data protection ;

● compliance with anti-bribery laws, including the Malaysian Anti-Corruption Commission Act 2009;

● credit risk and higher levels of payment fraud;

● currency exchange rate fluctuations;

● protectionist laws and business practices that favor local businesses in some countries;

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● double taxation of the Company Group’s international earnings and potentially adverse tax consequences due to changes in the tax laws of Malaysia or the foreign jurisdictions in which it operates;

● political, economic, and social instability;

● public health crises, such as the COVID-19 pandemic and other future health epidemics or contagious disease outbreaks, which can result in varying impacts to the Company Group’s employees, customers, vendors, and commercial partners internationally;

● higher costs associated with doing business internationally;

● export or import regulations; and

● trade and tariff restrictions.

If the Company Group is unable to manage the complexity of its planned global operations successfully, the Company Group’s business, financial condition, and operating results could be adversely affected. Additionally, the Company Group’s ability to successfully gain market acceptance in any particular market is uncertain, and the distraction of its senior management team could harm its business, financial condition, or results of operations.

The Company Group’s revenue and net income may be materially and adversely affected by any economic slowdown or developments in the social, political, regulatory and economic environments in Asia as well as globally.

The Company Group may be adversely affected by social, political, regulatory and economic developments in countries in which it operates. The Company Group derives a significant portion of its revenue from its operations in Asia and are exposed to political and economic uncertainties, including, but not limited to, the risks of war, terrorism, nationalism, nullification of contract, changes in interest rates, imposition of capital controls and methods of taxation that affect consumer confidence, consumer spending, consumer discretionary income or changes in consumer purchasing habits. As a result, the Company Group’s revenue and net income could be impacted to a significant extent by economic conditions in Asia and globally.

Substantially all of the Company Group’s assets and operations are located in Malaysia. Approximately 99% of its total revenue for the fiscal year ended July 31, 2021 and 2022, respectively, was derived from its operations in Malaysia. The Company Group’s business, financial condition and results of operations may be influenced to a significant degree by political, economic and social conditions in Malaysia. The economies in certain Southeast Asian countries differ from most developed markets in many respects, including the level of government involvement, level of development, growth rate, control of foreign exchange, government policy on public order and allocation of resources. In some of the Southeast Asia markets, governments continue to play a significant role in regulating industry development by imposing industrial policies. Moreover, some local governments also exercise significant control over the economic growth and public order in their respective jurisdictions through allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policies, and providing preferential treatment to particular industries or companies.

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While the Southeast Asia economy, as a whole, has experienced significant growth over the past decades, growth has been uneven, both geographically and among various sectors of the economy. Any adverse changes in economic conditions in Southeast Asia or in other markets in neighboring regions (such as China and Japan), or in the policies of the governments or of the laws and regulations in each respective market could have a material adverse effect on the overall economic growth of Southeast Asia. Such developments could adversely affect the Company Group’s business and operating results, lead to reduction in demand for its HCM solutions and adversely affect its competitive position. Many of the governments in Southeast Asia have implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall economy, but may have a negative effect on the Company Group. For example, the Company Group’s financial condition and results of operations may be adversely affected by government control over foreign capital investments or changes in tax regulations. Some Southeast Asia markets have historically experienced low growth in their GDP, significant inflation and/or shortages of foreign exchange. The Company Group is exposed to the risk of rental and other cost increases due to potential inflation in the markets in which it operates. In the past, some of the governments in Southeast Asia have implemented certain measures, including interest rate adjustments, currency trading band adjustments and exchange rate controls, to control the pace of economic growth. These measures may cause decreased economic activity in Southeast Asia, which may adversely affect its business, financial condition, results of operations and prospects.

In addition, some Southeast Asia markets have experienced, and may in the future experience, political instability, including strikes, demonstrations, protests, marches, coups d’état, guerilla activity or other types of civil disorder. These instabilities and any adverse changes in the political environment could increase the Company Group’s costs, increase its exposure to legal and business risks, disrupt the Company Group’s operations or affect its ability to expand its customer base.

Uncertainties with respect to the legal system in certain markets in Malaysia could adversely affect the Company Group’s business.

The interpretation and enforcement of laws and regulations involve uncertainties and inconsistencies.

Since local administrative and court authorities and in certain cases, independent organizations, have significant discretion in interpreting and implementing statutory provisions and contractual terms, it may be difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection the Company Group may enjoy in many of the localities that the Company Group provides services in. Moreover, local courts may have broad discretion to reject enforcement of foreign awards. These uncertainties may affect the Company Group’s judgment on the relevance of legal requirements and its ability to enforce its contractual rights or tort claims. In addition, the regulatory uncertainties may be exploited through unmerited or frivolous legal actions or threats in attempts to extract payments or benefits from the Company Group.

It is possible that a number of laws and regulations may be adopted or construed to apply to the Company Group in Southeast Asia and elsewhere that could restrict its business segments. Scrutiny and regulation of the business segments in which the Company Group operates may further increase, and the Company Group may be required to devote additional legal and other resources to address these regulations. Changes in current laws or regulations or the imposition of new laws and regulations in Southeast Asia or elsewhere regarding the Company Group’s business segments may slow the growth of its business segments and adversely affect its business, financial condition, results of operations and prospects.

The Company Group could face uncertain tax liabilities in various jurisdictions where it operates, and suffer adverse financial consequences as a result.

The Company Group management believes it is in compliance with all applicable tax laws in the various jurisdictions where the Company Group is subject to tax, but its tax liabilities could be uncertain, and the Company Group could suffer adverse tax and other financial consequences if tax authorities do not agree with its interpretation of the applicable tax laws.

Although PubCo is incorporated in the Cayman Islands, the Company Group collectively operates in tax jurisdictions of Malaysia and Singapore and pays income taxes according to the tax laws of these jurisdictions. Various factors, some of which are beyond the Company Group’s control, determine the effective tax rate and/or the amount the Company Group is required to pay, including changes in or interpretations of tax laws in any given jurisdiction and changes in geographical allocation of income. The Company Group’s accrue income tax liabilities and tax contingencies based upon its best estimate of the taxes ultimately expected to be paid after considering its knowledge of all relevant facts and circumstances, existing tax laws, its experience with previous audits and settlements, the status of current tax examinations and how the tax authorities view certain issues. Such amounts are included in income taxes payable or deferred income tax liabilities, as appropriate, and are updated over time as more information becomes available.

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The Company Group’s management believes that it is filing tax returns and paying taxes in each jurisdiction where the Company Group is required to do so under the laws of such jurisdiction. However, it is possible that the relevant tax authorities in the jurisdictions where the Company Group do not file returns may assert that the Company Group is required to file tax returns and pay taxes in such jurisdictions. There can be no assurance that the subsidiaries will not be taxed in multiple jurisdictions in the future, and any such taxation in multiple jurisdictions could adversely affect its business, financial condition and results of operations. 

In addition, the Company Group may, from time to time, be subject to inquiries or audits from tax authorities of the relevant jurisdictions on various tax matters, including challenges to positions asserted on income and withholding tax returns. the Company Group cannot be certain that the tax authorities will agree with its interpretations of the applicable tax laws, or that the tax authorities will resolve any inquiries in its favor. To the extent the relevant tax authorities do not agree with its interpretation, the Company Group may seek to enter into settlements with the tax authorities which may require significant payments and may adversely affect its results of operations or financial condition. The Company Group may also appeal against the tax authorities’ determinations to the appropriate governmental authorities, but the Company Group cannot be sure that it will prevail. If the Company Group’s appeal does not prevail, it may have to make significant payments or otherwise record charges (or reduce tax assets) that could adversely affect its results of operations, financial condition and cash flows. Similarly, any adverse or unfavorable determinations by tax authorities on pending inquiries could lead to increased taxation on the Company Group, that may adversely affect its business, financial condition and results of operations and may also impact its reputation, including but not limited to tax and other regulatory authorities in Southeast Asia.

Risks Related to TTNP and the Business Combination

TTNP has incurred, and will continue to incur, significant transaction and transition costs in connection with the Business Combination.

TTNP has incurred, and will continue to incur, significant, non-recurring costs in connection with consummating the Business Combination. TTNP may also incur unanticipated costs associated with the Business Combination, including costs driven by PubCo’s becoming a public company and the listing on the Nasdaq of the PubCo Ordinary Shares, and these unanticipated costs may have an adverse impact on the results of operations of PubCo following the effectiveness of the Business Combination. TTNP and the Company shall be equally responsible for and pay the cost for the preparation, filing and mailing of this proxy statement/prospectus and other related fees. TTNP cannot provide assurance that the benefits of the Business Combination will offset the incremental transaction costs in the near term, if at all.

If the conditions to the Merger Agreement are not met, the Business Combination may not occur.

Even if the Merger Agreement is approved by TTNP Stockholders, specified conditions must be satisfied or waived before the parties to the Merger Agreement are obligated to complete the Business Combination. For a list of the material closing conditions contained in the Merger Agreement, see the section titled “Conditions to the Closing of the Business Combination.” TTNP, PubCo and the Company may not satisfy all of the closing conditions in the Merger Agreement. If the closing conditions are not satisfied or waived, the Business Combination will not occur, or will be delayed pending later satisfaction or waiver, and such non-occurrence or delay may cause TTNP and the Company to each lose some or all of the intended benefits of the Business Combination.

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TTNP has incurred net losses in almost every year since its inception, which losses will continue for the foreseeable future and raise substantial doubt about its ability to continue as a going concern.

TTNP incurred net losses in almost every year since its inception. TTNP’s financial statements have been prepared assuming that TTNP will continue as a going concern. For the years ended December 31, 2023 and 2022, TTNP had net losses of approximately $5.6 million and $10.2 million, respectively, and had net cash used in operating activities of approximately $7.1 million and $8.2 million, respectively. These net losses and negative cash flows have had, and will continue to have, an adverse effect on TTNP’s stockholders’ equity and working capital, which have declined in the past year. At December 31, 2023, TTNP had working capital of approximately $6.6 million compared to working capital of approximately $1.0 million at December 31, 2022. At December 31, 2023, TTNP had cash and cash equivalents of approximately $6.8 million. TTNP expects to continue to incur net losses and negative operating cash flow for the foreseeable future. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The financial statements contained elsewhere in this proxy statement/prospectus do not include any adjustments that might result from its inability to continue as a going concern.

TTNP may be obligated to purchase outstanding warrants.

A holder of those certain TTNP Class B warrants initially exercisable October 18, 2019, expiring October 18, 2024; or those certain TTNP warrants initially exercisable February 9, 2020, expiring February 9, 2025; or those certain TTNP warrants initially exercisable July 9, 2020, expiring July 9, 2025; or those certain TTNP warrants initially exercisable January 20, 2021, expiring July 20, 2026; or those certain TTNP warrants initially exercisable February 4, 2022, expiring August 4, 2027 (the “Repurchase Warrants”), may, within 30 days after the consummation of the TTNP Merger, require the Surviving Corporation to purchase the unexercised portion of those warrants from the holder at the Black Scholes Value of that portion (the “Repurchase Option”).

“Black Scholes Value” means the value of the Repurchase Warrant based on the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined as of the day of consummation of the TTNP Merger for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between August 19, 2024, the date of the public announcement of the Business Combination, and the Purchase Warrant expiration date, (B) an expected volatility equal to the lesser of 75% and the 100 day volatility of the TTNP Common Stock as of August 20, 2024, (C) the underlying price per share used in the calculation shall be the greater of (i) $5.46, the price per share of TTNP Common Stock used in determining the Exchange Ratio and (ii) the highest VWAP during the period beginning on August 16, 2024, the trading day immediately preceding the announcement of the Business Combination and ending on the trading day of the holder’s exercise of the Repurchase Option, (D) a remaining option time equal to the time between the date of the public announcement of the Business Combination and the Purchase Warrant expiration date, and (E) a zero cost of borrow.

The amount that would be payable to all holders if their Repurchase Options were exercisable and exercised as of the date of this proxy statement/prospectus, would total approximately $[667,898].

Since TTNP’s officers and directors have interests that are different, or in addition to (and which may conflict with), the interests of the TTNP Stockholders, a conflict of interest may have existed in determining whether the Business Combination is appropriate.

When you consider the recommendation of the TTNP Board in favor of approval of the Proposals, including the Business Combination Proposal, you should keep in mind that TTNP’s officers and directors have interests that are different from, or in addition to, those of the TTNP Stockholders and warrant holders generally. The TTNP Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination and transaction agreements and in recommending to TTNP Stockholders that they vote in favor of the Proposals presented at the Special Meeting, including the Business Combination Proposal. TTNP Stockholders should take these interests into account in deciding whether to approve the Proposals, including the Business Combination Proposal.

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These interests include, among other things:

● Mr. Seow, Chairman of the TTNP Board and Chief Executive Officer of TTNP, is the holder of 47.4% of the outstanding shares of the Company. In addition, Mr. Seow is the sole shareholder of Sire, which is the holder of 150,087 shares of TTNP Common Stock issued upon conversion of TTNP Series AA Preferred Stock. Sire intends to vote its TTNP Common Stock in favor of the Business Combination Proposal, the Nasdaq Proposal, and if brought before the meeting, the Adjournment Proposal. By virtue of the TTNP Merger, Sire’s remaining TTNP Series AA Preferred Stock will be exchanged for the right to receive 869,226 PubCo Ordinary Shares, in addition to the PubCo Ordinary Shares that Sire will have the right to receive in exchange for its TTNP Common Stock. It is expected that Mr. Seow will own, beneficially, 48.9% of the outstanding shares of the combined company following the TTNP Merger;

● the fact that TTNP’s existing officers and directors will be eligible for continued indemnification and continued coverage under a directors’ and officers’ liability insurance policy after the Business Combination and pursuant to the Merger Agreement; and

● Mr. Seow will join PubCo Board upon completion of the Business Combination. In addition, Brynner Chiam, Avraham Ben-Tzvi, Firdauz Edmin Bin Mokhtar and Francisco Osvaldo Flores García will continue to serve on the Board of PubCo, and Brynner Chiam will be appointed Chief Financial Officer.

The existence of financial and personal interests of one or more of TTNP’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of TTNP and its stockholders and what he or they may believe is best for himself or themselves in determining to recommend that stockholders vote for the Proposals. See the section titled “The Business Combination Proposal-— Interests of TTNP’s Directors and Officers in the Business Combination” for a discussion of these considerations.

The financial and personal interests of TTNP’s officers and directors may have influenced their motivation in identifying and selecting the Company as a business combination target, completing an initial business combination with the Company and influencing the operation of the business following the initial business combination. In considering the recommendations of the TTNP Board to vote for the Proposals, its stockholders should consider these interests. The existence of the interests described above may result in a conflict of interest on the part of TTNP’s officers and directors in entering into the Merger Agreement and making their recommendation that you vote in favor of the approval of the Business Combination. In particular, the existence of the interests described above may incentivize TTNP’s officers and directors to complete an initial business combination, even if on terms less favorable to TTNP’s stockholders.

There are risks to the TTNP Stockholders becoming shareholders of PubCo through the Business Combination rather than acquiring securities of the Company directly in an underwritten public offering, including no independent due diligence review by an underwriter and conflicts of interest of the TTNP officers and directors.

Because there is no independent third-party underwriter involved in the Business Combination or the issuance of PubCo Ordinary Shares in connection therewith, investors will not receive the benefit of any outside independent review of TTNP’s and the Company’s respective finances and operations.

Underwritten public offerings of securities conducted by a licensed broker-dealer are subjected to a due diligence review by the underwriter or dealer manager to satisfy statutory duties under the Securities Act, the rules of Financial Industry Regulatory Authority, Inc. (“FINRA”) and the national securities exchange where such securities are listed. Additionally, underwriters or dealer-managers conducting such public offerings are subject to liability for any material misstatements or omissions in a registration statement filed in connection with the public offering. As no such review will be conducted in connection with the Business Combination, the TTNP Stockholders must rely on the information in this proxy statement/prospectus and will not have the benefit of an independent review and investigation of the type normally performed by an independent underwriter in a public securities offering. Although TTNP performed a due diligence review and investigation of the Company in connection with the Business Combination and obtained a Fairness Opinion that the consideration to be paid pursuant to the Business Combination is fair to unaffiliated stockholders of TTNP, from a financial point of view, TTNP has different incentives and objectives in the Business Combination than an underwriter would in a traditional initial public offering. The lack of an independent due diligence review and investigation may increase the risk of an investment in PubCo because it may not have uncovered facts that would be important to a potential investor.

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In addition, because PubCo will not become a public reporting company by means of a traditional underwritten initial public offering, securities or industry analysts may not provide, or may be less likely to provide, coverage of PubCo. Investment banks may also be less likely to agree to underwrite securities offerings on behalf of PubCo than they might if PubCo became a public reporting company by means of a traditional underwritten initial public offering, because they may be less familiar with PubCo as a result of more limited coverage by analysts and the media. The failure to receive research coverage or support in the market for the PubCo Ordinary Shares could have an adverse effect on PubCo’s ability to develop a liquid market for PubCo Ordinary Shares.

The exercise of the TTNP Board’s discretion in agreeing to changes or waivers in the terms of the Merger Agreement and related agreements, including Closing conditions, may result in a conflict of interest when determining whether such changes to the terms or waivers of conditions are appropriate and in the TTNP Stockholders’ best interest.

In the period leading up to the Closing, events may occur that, pursuant to the Merger Agreement, would require TTNP to agree to amend the Merger Agreement to consent to certain actions taken by the Company or to waive rights that TTNP is entitled to under the Merger Agreement, including those related to Closing conditions. Such events could arise because of changes in the Company’s businesses, a request by TTNP to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement, or the occurrence of other events that would have a material adverse effect on the Company’s business and would entitle TTNP to terminate the Merger Agreement. In any of such circumstances, it would be at TTNP’s discretion, acting through the TTNP Board, to grant its consent or waive those rights. The existence of financial and personal interests of one or more of the directors described in the preceding risk factors (and described elsewhere in this proxy statement/prospectus) may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is best for TTNP and its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, TTNP does not believe there will be any changes or waivers that the TTNP Board would be likely to make after stockholder approval of the Business Combination Proposal has been obtained. While certain changes could be made without further stockholder approval, TTNP will circulate a new or amended proxy statement/prospectus and resolicit TTNP Stockholders if changes to the terms of the transaction that would have a material impact on its stockholders are required prior to the vote on the Business Combination Proposal.

TTNP may issue notes or other debt securities, or otherwise incur substantial debt, to complete the Business Combination, which may adversely affect TTNP’s leverage and financial condition and thus negatively impact the value of TTNP Stockholders’ investments.

Although TTNP has no commitments as of the date of this proxy statement/prospectus to issue any notes or other debt securities, or to otherwise incur outstanding debt following the Business Combination, TTNP may choose to incur substantial debt to complete its Business Combination. The incurrence of debt could have a variety of negative effects, including:

● default and foreclosure on assets if operating revenues after a Business Combination are insufficient to repay debt obligations;

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● acceleration of TTNP obligations to repay the indebtedness even if TTNP makes all principal and interest payments when due if TTNP breaches certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

● our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;

● our inability to obtain necessary additional financing if the debt contains covenants restricting TTNP’s ability to obtain such financing while the debt is outstanding;

● using a substantial portion of cash flow to pay principal and interest on our debt, expenses, capital expenditures, acquisitions and other general corporate purposes;

● limitations on TTNP’s flexibility in planning for and reacting to changes in its business and in the industry in which TTNP operates;

● increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

● limitations on TTNP’s ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of its strategy and other purposes and other disadvantages compared to companies with less debt.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect TTNP’s business, including its ability to negotiate and complete the Business Combination, and results of operations.

TTNP is subject to laws and regulations enacted by national, regional and local governments. In particular, TTNP is required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a material adverse effect on TTNP’s business, investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including its ability to negotiate and complete the Business Combination, and results of operations.

Legal proceedings in connection with the Business Combination, the outcomes of which are uncertain, could delay or prevent the completion of the Business Combination.

In connection with business combination transactions similar to the proposed Business Combination, it is not uncommon for lawsuits to be filed against the parties and/or their respective directors and officers alleging, among other things, that the proxy statement/prospectus provided to stockholders contains false and misleading statements and/or omits material information concerning the transaction. Although no such lawsuits have been filed in connection with the Business Combination to date, it is possible that such actions may arise and, if such actions do arise, they generally seek, among other things, injunctive relief and an award of attorneys’ fees and expenses. Defending such lawsuits could require PubCo, TTNP and/or the Company to incur significant costs and draw the attention of their respective management teams away from the Business Combination. Further, the defense or settlement of any lawsuit or claim that remains unresolved at the time the Business Combination is consummated may adversely affect PubCo’s business, financial condition, results of operations and cash flows. Such legal proceedings could delay or prevent the Business Combination from becoming effective within the expected timeframe.

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The PubCo Ordinary Shares to be received by TTNP Stockholders as a result of the Business Combination will have different rights from shares of TTNP Common Stock.

Following completion of the Business Combination, TTNP Public Stockholders will no longer be TTNP Stockholders but will instead be shareholders of PubCo. There will be important differences between your current rights as a TTNP Stockholder and your rights as a PubCo shareholder. See “Comparison Of Corporate Governance And Shareholder Rights” for a discussion of the different rights associated with the securities.

The Business Combination is with a company located outside of the United States, and the laws applicable to such company will likely govern all material agreements related to the Business Combination, and as a result TTNP may not be able to enforce its legal rights under United States law.

The laws of the country in which the Company presently operates will govern almost all of the material agreements relating to its operations. TTNP cannot assure you that the Company will be able to enforce any of its material agreements or that remedies will be available in this new jurisdiction. The system of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States. The inability to enforce or obtain a remedy under any of its future agreements could result in a significant loss of business, business opportunities or capital.

The tax consequences of the Business Combination may adversely affect holders of TTNP Common Stock or TTNP Warrants.

It is intended that for U.S. federal income tax purposes the TTNP Merger, together with the Contribution and Exchange pursuant to the Business Combination, will constitute an integrated transaction that qualifies as an exchange generally eligible for the tax-deferred treatment under Section 351(a) of the Code (the “Intended Tax Treatment”). However, if it does not qualify for the Intended Tax Treatment (and does not otherwise qualify for tax-deferred treatment under another section of the Code), the TTNP Merger would be a taxable transaction to holders of TTNP Common Stock and TTNP warrants. Further, the receipt of PubCo Warrants in exchange for TTNP warrants pursuant to the TTNP Merger is generally expected to be a taxable transaction to holders of TTNP warrants notwithstanding the Intended Tax Treatment.

In addition, Section 367(a) of the Code generally requires a U.S. holder of stock in a U.S. corporation to recognize gain (but not loss) when such stock is exchanged for stock of a non-U.S. corporation in an exchange that would otherwise qualify for nonrecognition treatment unless certain conditions are met. It is currently expected that Section 367(a) of the Code will not apply to cause the exchange of TTNP Common Stock for PubCo Ordinary Shares pursuant to the TTNP Merger to be taxable (provided that the holder will, to the extent required, enter into a gain recognition agreement with the IRS). However, holders are cautioned that the potential application of Section 367(a) of the Code to the TTNP Merger is complex and depends on factors that cannot be determined until the closing of the TTNP Merger, and the interpretation of legal authorities and facts relating to the TTNP Merger. Accordingly, there can be no assurance that the IRS will not take the position that Section 367(a) of the Code applies to cause U.S. holders to recognize gain as a result of the Business Combination or that a court will not agree with such a position of the IRS in the event of litigation.

The requirements for the Intended Tax Treatment, including the application of Section 367(a) of the Code, are discussed in more detail under the section titled “Material U.S. Federal Income Tax Considerations of the Business Combination — U.S. Holders — The Business Combination.” Such requirements are highly complex and subject to uncertainty. If you are a U.S. holder exchanging TTNP Common Stock in the TTNP Merger or holding TTNP warrants at the time of the consummation of the TTNP Merger, you are urged to consult your tax advisor to determine the tax consequences thereof.

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The IRS may not agree that PubCo should be treated as a non-U.S. corporation for U.S. federal income tax purposes.

Under current U.S. federal income tax law, a corporation is generally considered for U.S. federal income tax purposes to be a tax resident in the jurisdiction of its organization or incorporation. Accordingly, under generally applicable U.S. federal income tax rules, PubCo, which is incorporated under and governed by the laws of the Cayman Islands, would be classified as a non-U.S. corporation (and, therefore, not a U.S. tax resident) for U.S. federal income tax purposes. Section 7874 of the Code, however, contains rules that may cause a non-U.S. corporation to, in certain circumstances, be treated as a U.S. corporation for U.S. federal income tax purposes. If PubCo were to be treated as a U.S. corporation for U.S. federal income tax purposes, it could be subject to substantial U.S. tax liability, in addition to tax liability in its country of residence, and the gross amount of any dividend payments to its Non-U.S. holders could be subject to U.S. withholding tax.

As more fully described in the section titled “Material U.S. Federal Income Tax Considerations of the Business Combination — Tax Residence of PubCo for U.S. Federal Income Tax Purposes,” PubCo is not currently expected to be treated as a U.S. corporation for U.S. federal income tax purposes. However, whether the requirements for such treatment have been satisfied must be finally determined at the completion of the Business Combination, by which time there could be adverse changes to the relevant facts and circumstances. Further, the rules for determining ownership under Section 7874 are complex, unclear and the subject of ongoing regulatory change. Accordingly, there can be no assurance that the IRS would not assert a contrary position to those described above or that such an assertion would not be sustained by a court in the event of litigation.

If PubCo or any subsidiary were a passive foreign investment company for U.S. federal income tax purposes for any taxable year, U.S. Holders of PubCo Ordinary Shares could be subject to adverse U.S. federal income tax consequences.

If PubCo is or becomes a “passive foreign investment company,” or a PFIC, within the meaning of Section 1297 of the Code for any taxable year during which a U.S. holder holds PubCo Ordinary Shares, certain adverse U.S. federal income tax consequences may apply to such U.S. holder. PFIC status depends on the composition of a company’s income and assets and the fair market value of its assets from time to time, as well as on the application of complex statutory and regulatory rules that are subject to potentially varying or changing interpretations. PubCo has not made a determination as to whether it currently is, or in the future may become, a PFIC, but there is a possibility that it may be classified as a PFIC for its taxable year that includes the date of the TTNP Merger or in the foreseeable future. There can be no assurance that PubCo will not be treated as a PFIC for any taxable year.

If PubCo were treated as a PFIC, a U.S. holder of PubCo Ordinary Shares may be subject to adverse U.S. federal income tax consequences, such as taxation at the highest marginal ordinary income tax rates on capital gains and on certain actual or deemed distributions, interest charges on certain taxes treated as deferred, and additional reporting requirements. Certain elections (including a qualified electing fund (“QEF”) or a mark-to-market election) may be available to U.S. holders of PubCo Ordinary Shares to mitigate some of the adverse tax consequences resulting from PFIC treatment, but U.S. holders will not be able to make similar elections with respect to the PubCo Warrants. There is no assurance that PubCo will provide the information necessary for a U.S. holder to make a QEF election with respect to the U.S. holder’s PubCo Ordinary Shares.

Certain of the PFIC rules may impact U.S. Holders with respect to equity interests in subsidiaries and other entities which PubCo may hold, directly or indirectly, that are PFICs (collectively, “Lower-Tier PFICs”). There can be no assurance that PubCo does not own, or will not in the future acquire, an interest in a subsidiary or other entity that is or would be treated as a Lower-Tier PFIC. U.S. Holders should consult their tax advisors regarding the application of the PFIC rules to any of PubCo’s subsidiaries.

Risks Relating to PubCo’s Operating as a Public Company

KE Sdn’s management team has limited experience managing a public company.

The members of KE Sdn management team have limited or no experience managing a publicly- traded company, interacting with public company investors, and complying with the increasingly complex laws, rules and regulations that govern public companies. There are significant obligations it will now be subject to relating to reporting, procedures and internal controls, and the PubCo management team may not successfully or efficiently manage its transition to being a public company. These new obligations and scrutiny will require significant attention from management and could divert their attention away from the day-to-day management of KE Sdn’s business, which could adversely affect its business, financial condition and operating results.

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In the future, if PubCo fails to implement and maintain an effective system of internal controls, PubCo may be unable to accurately report its results of operations, meets its reporting obligations or prevent fraud, and investor confidence and the market price of PubCo Ordinary Shares may be materially and adversely affected.

Upon completion of the Business Combination, PubCo will become subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act, or Section 404, will require that PubCo include a report from management on the effectiveness of PubCo’s internal control over financial reporting in PubCo’s annual report on Form 20-F beginning with PubCo’s annual report in PubCo’s second annual report on Form 20-F after becoming a public company. In addition, once PubCo ceases to be an “emerging growth company” as such term is defined in the JOBS Act, PubCo’s independent registered public accounting firm must attest to and report on the effectiveness of PubCo’s internal control over financial reporting. Moreover, even if PubCo’s management concludes that PubCo’s internal control over financial reporting is effective, PubCo’s independent registered public accounting firm, after conducting its own independent testing, may issue an adverse opinion on the effectiveness of internal control over financial reporting if it is not satisfied with PubCo’s internal controls or the level at which PubCo’s controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from PubCo. In addition, after PubCo becomes a public company, PubCo’s reporting obligations may place a significant strain on PubCo’s management, operational and financial resources and systems for the foreseeable future. PubCo may be unable to timely complete its evaluation testing and any required remediation.

During the course of documenting and testing PubCo’s internal control procedures, in the event that PubCo identifies weaknesses and deficiencies in PubCo’s internal control over financial reporting, and fails to maintain the adequacy of its internal control over financial reporting, as these standards are modified, supplemented, or amended from time to time, PubCo may not be able to conclude on an ongoing basis that it has effective internal control over financial reporting in accordance with Section 404. Generally speaking, if PubCo fails to achieve and maintain an effective internal control environment, it could result in material misstatements in PubCo’s financial statements and could also impair PubCo’s ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. As a result, PubCo’s businesses, financial condition, results of operations and prospects, as well as the trading price of the ordinary shares, may be materially and adversely affected. Additionally, ineffective internal control over financial reporting could expose PubCo to increased risk of fraud or misuse of corporate assets and subject PubCo to potential delisting from the stock exchange on which PubCo lists, regulatory investigations and civil or criminal sanctions. PubCo may also be required to restate its financial statements from prior periods. PubCo will incur increased costs as a result of being a public company.

Upon completion of the Business Combination, PubCo will become a public company and expect to incur significant legal, accounting, and other expenses. For example, as a result of becoming a public company, PubCo will need to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures. Operating as a public company will make it more difficult and more expensive for it to obtain director and officer liability insurance, and PubCo may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. In addition, PubCo will incur additional costs associated with its public company reporting requirements. It may also be more difficult for PubCo to find qualified persons to serve on its board of directors or as executive officers.

After PubCo is no longer an “emerging growth company,” PubCo may incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 and the other rules and regulations of the SEC.

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

As a foreign private issuer, PubCo will be exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and its officers, directors, and principal shareholders will be exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, it will not be 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 it will not be required to disclose in its periodic reports all of the information that United States domestic issuers are required to disclose. If it ceases to qualify as a foreign private issuer in the future, it would incur significant additional expenses that could have a material adverse effect on its results of operations.

Because PubCo is a foreign private issuer and is exempt from certain Nasdaq corporate governance standards applicable to U.S. issuers, you will have less protection than you would have if it were a domestic issuer.

PubCo’s status as a foreign private issuer exempts it from compliance with certain Nasdaq corporate governance requirements if it instead complies with the statutory requirements applicable to a Cayman Islands exempted company. The statutory requirements of PubCo’s home country of the Cayman Islands, do not strictly require a majority of its board to consist of independent directors. Thus, although a director must act in the best interests of PubCo, it is possible that fewer board members will be exercising independent judgment and the level of board oversight of the management the company may decrease as a result. In addition, the Nasdaq Listing Rules also require U.S. domestic issuers to have an independent compensation committee with a minimum of two members, a nominating committee, and an independent audit committee with a minimum of three members. PubCo, as a foreign private issuer, with the exception of needing an independent audit committee composed of at least three members, is not subject to these requirements. The Nasdaq Listing Rules may also require shareholder approval for certain corporate matters that PubCo’s home country’s rules do not. Following Cayman Islands governance practices, as opposed to complying with the requirements applicable to a U.S. company listed on Nasdaq, may provide less protection to you than would otherwise be the case.

Although as a foreign private issuer, PubCo is exempt from certain corporate governance standards applicable to US domestic issuers, if PubCo cannot satisfy, or continue to satisfy, the initial listing requirements and other rules of Nasdaq, PubCo’s securities may not be listed or may be delisted, which could negatively affect the price of its securities and your ability to sell them.

PubCo will seek to have its securities approved for listing on Nasdaq in connection with the Business Combination. PubCo cannot assure you that it will be able to meet those initial listing requirements at that time. Even if PubCo’s securities are listed on Nasdaq, it cannot assure you that its securities will continue to be listed on Nasdaq.

In addition, following the Business Combination, in order to maintain its listing on Nasdaq, PubCo will be required to comply with certain rules of Nasdaq, including those regarding minimum shareholders’ equity, minimum share price, minimum market value of publicly held shares, and various additional requirements. Even if PubCo initially meets the listing requirements and other applicable rules of Nasdaq, PubCo may not be able to continue to satisfy these requirements and applicable rules. If PubCo is unable to satisfy Nasdaq criteria for maintaining its listing, its securities could be subject to delisting.

If Nasdaq does not list PubCo’s securities, or subsequently delists its securities from trading, PubCo could face significant consequences, including:

● a limited availability for market quotations for its securities;

● reduced liquidity with respect to its securities;

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● a determination that its ordinary shares is a “penny stock,” which will require brokers trading in PubCo Ordinary Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for PubCo Ordinary Shares;

● limited amount of news and analyst coverage; and

● a decreased ability to issue additional securities or obtain additional financing in the future.

You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because PubCo is incorporated under Cayman Islands law.

PubCo is an exempted company incorporated under the laws of the Cayman Islands. PubCo’s corporate affairs are governed by the PubCo Charter, the Cayman Companies Act and the common law of the Cayman Islands. The rights of shareholders to take action against PubCo’s directors, actions by PubCo’s minority shareholders and the fiduciary duties of PubCo’s directors to PubCo under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of 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, the decisions of whose courts are of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of PubCo’s shareholders and the fiduciary duties of PubCo’s directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands have a less developed body of securities laws than the United States and provides significantly less protection to investors. In addition, some U.S. states, such as Delaware, have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands.

There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although a judgment obtained in the United States will be recognized and enforced in the courts of the Cayman Islands at common law, without any re-examination of the merits of the underlying dispute, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, provided such judgment (a) is given by a foreign court of competent jurisdiction; (b) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given; (c) is final; (d) is not in respect of taxes, a fine or a penalty; and (e) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands. It may be difficult or impossible for you to bring an action against PubCo or against these individuals in the Cayman Islands in the event that you believe that your rights have been infringed under the applicable securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands may render you unable to enforce a judgment against PubCo’s assets or the assets of PubCo’s directors and officers.

Shareholders of Cayman Islands exempted companies like PubCo have no general rights under Cayman Islands law to inspect corporate records or to obtain copies of lists of shareholders of these companies. PubCo’s directors have discretion under the PubCo Charter that will become effective immediately prior to completion of the Business Combination to determine whether or not, and under what conditions, its corporate records may be inspected by its shareholders, but are not obliged to make them available to its 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, PubCo’s public shareholders may have more difficulty in protecting their interests in the face of actions taken by PubCo’s management, members of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States. Cayman Islands companies may not have standing to initiate a derivative action in a federal court of the United States. As a result, your ability to protect your interests if you are harmed in a manner that would otherwise enable you to sue in a United States federal court may be limited to direct shareholder lawsuits.

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If PubCo becomes a “controlled company” under the rules of the Nasdaq Capital Market, PubCo may choose to exempt itself from certain corporate governance requirements that could have an adverse effect on the public shareholders.

PubCo expects that Mr. Seow, TTNP’s Chairman and Chief Executive Officer, will hold, beneficially, 48.9% of the voting power of the PubCo following the completion of the Business Combination. If he acquires a majority of PubCo Ordinary Shares, PubCo will be a “controlled company” within the meaning of Nasdaq Listing Rule 5615(c). PubCo therefore, would be eligible to utilize certain exemptions from the corporate governance requirements of the Nasdaq Stock Market. PubCo’s status as a controlled company could cause its securities to look less attractive to certain investors or otherwise harm the trading price.

As a controlled company, PubCo would qualify for, and its board of directors, the composition of which is and will be controlled by Mr. Seow, could rely upon, exemptions from several of Nasdaq’s corporate governance requirements, including requirements that:

● a majority of the board of directors consist of independent directors;

● compensation of officers, including that of the CEO, be determined or recommended to the board of directors by a majority of its independent directors or by a compensation committee comprised solely of independent directors; and

● director nominees be selected or recommended to the board of directors by a majority of its independent directors or by a nominating committee that is composed entirely of independent directors.

Accordingly, to the extent that PubCo could choose to rely on one or more of these exemptions, PubCo’s public shareholders would not be afforded the same protections afforded to the shareholders of other Nasdaq- listed companies that are subject to these corporate governance requirements.

PubCo does not currently intend to rely on the “controlled company” exemption under the Nasdaq listing rules.

PubCo does not expect to declare any dividends in the foreseeable future.

After the Closing, PubCo does not anticipate declaring any cash dividends to holders of PubCo Ordinary Shares in the foreseeable future. Consequently, investors may need to rely on sales of their shares after price appreciation, which may never occur, as the only way to realize any future gains on their investment.

If, following the Business Combination, securities or industry analysts do not publish or cease publishing research or reports about PubCo, its business, or its market, or if they change their recommendations regarding PubCo Ordinary Shares adversely, then the price and trading volume of PubCo Ordinary Shares could decline.

The trading market for PubCo Ordinary Shares will be influenced by the research and reports that industry or securities analysts may publish about PubCo, its business, its market, or its competitors. Securities and industry analysts do not currently, and may never, publish research on PubCo. If no securities or industry analysts commence coverage of PubCo, PubCo Ordinary Shares price and trading volume would likely be negatively impacted. If any of the analysts who may cover PubCo change their recommendation regarding PubCo Ordinary Shares adversely, or provide more favorable relative recommendations about PubCo’s competitors, the price of PubCo Ordinary Shares would likely decline. If any analyst who may cover TTNP were to cease coverage of PubCo or fail to regularly publish reports on it, PubCo could lose visibility in the financial markets, which could cause the price or trading volume of PubCo Ordinary Shares to decline.

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PubCo will be deemed to be an “emerging growth company” and, as a result of the reduced disclosure and governance requirements applicable to emerging growth companies, PubCo Ordinary Shares may be less attractive to investors.

PubCo will be deemed to be an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act, and it intends to take advantage of some of the exemptions from reporting requirements that are available to emerging growth companies, including not being required to comply with the auditor attestation requirements in the assessment of PubCo’s internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act.

PubCo may take advantage of these reporting exemptions until it is no longer an emerging growth company. PubCo will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the date of the first sale of common equity securities pursuant to an effective registration statement, (b) in which PubCo has total annual gross revenue of at least $1.07 billion, or (c) in which PubCo is deemed to be a large accelerated filer, which means the market value of PubCo Ordinary Shares that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which PubCo has issued more than $1.0 billion in non-convertible debt during the prior three-year period.

PubCo cannot predict if investors will find its ordinary shares less attractive because it will rely on the accommodations and exemptions available to emerging growth companies. If some investors find PubCo Ordinary Shares less attractive as a result, there may be a less active trading market for PubCo Ordinary Shares and PubCo’s share price may be more volatile.

Risks Related to the Ownership of PubCo Securities After the Business Combination

There can be no assurance that the PubCo Ordinary Shares that will be issued in connection with the Business Combination will remain listed on the Trading Market after approval of its listing following the Closing, or that PubCo will be able to comply with the continued listing standards of the Trading Market.

PubCo intends to apply for the listing of the PubCo Ordinary Shares on the Trading Market. If after listing, the Trading Market chooses to delist PubCo for failure to meet the listing standards, PubCo and its shareholders could face significant material adverse consequences including:

● a limited availability of market quotations for its securities;

● reduced liquidity for its securities;

● a determination that PubCo Ordinary Shares are a “penny stock” which will require brokers trading in the PubCo Ordinary Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for its securities;

● a limited amount of news and analyst coverage; and

● a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, a U.S. federal statute, prevents or preempts U.S. states from regulating the sale of certain securities, which are referred to as “covered securities.” If the PubCo Ordinary Shares are listed on the Trading Market, they will be covered securities. Although the states are preempted from regulating the sale of PubCo’s securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While PubCo is not aware of a state, other than the State of Idaho, having used these powers to prohibit or restrict the sale of securities issued by blank check companies, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if PubCo was not listed on the Trading Market, its securities would not be covered securities and it would be subject to regulation in each state in which it offers its securities.

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A market for PubCo’s securities may not continue, which would adversely affect the liquidity and price of PubCo’s securities.

Following the Business Combination, the price of PubCo’s securities may fluctuate significantly due to the market’s reaction to the Business Combination and general market and economic conditions. An active trading market for PubCo’s securities following the Business Combination may never develop or, if developed, it may not be sustained. In addition, the price of PubCo’s securities after the Business Combination can vary due to general economic conditions and forecasts, PubCo’s general business condition and the release of PubCo’s financial reports. Additionally, if its securities are not listed on, or become delisted from, the Trading Market for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of its securities may be more limited than if it were quoted or listed on the Trading Market or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.

If the Business Combination’s benefits do not meet the expectations of investors or securities analysts, the market price of TTNP’s securities or, following the Closing, PubCo’s securities, may decline.

If the perceived benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of TTNP’s securities prior to the Closing may decline. The market values of PubCo’s securities at the time of the Business Combination may vary significantly from the prices of TTNP’s securities on the date the Merger Agreement was executed, the date of this proxy statement/prospectus, or the date on which TTNP Stockholders will vote on the Business Combination.

In addition, following the Business Combination, fluctuations in the price of PubCo’s securities could contribute to the loss of all or part of your investment. Currently, there is no public market for the Company’s securities. Accordingly, the valuation ascribed to the Company may not be indicative of the price that will prevail in the trading market following the Business Combination. If an active market for PubCo’s securities develops and continues, the trading price of PubCo’s securities following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond PubCo’s control. Any of the factors listed below could have a material adverse effect on your investment in PubCo’s securities and PubCo’s securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of PubCo’s securities may not recover and may experience a further decline.

Factors affecting the trading price of PubCo’s securities may include:

● actual or anticipated fluctuations in PubCo’s quarterly financial results or the quarterly financial results of companies perceived to be similar to it;

● changes in the market’s expectations about PubCo’s operating results;

● success of competitors;

● PubCo’s operating results failing to meet the expectation of securities analysts or investors in a particular period;

● changes in financial estimates and recommendations by securities analysts concerning PubCo or the industries in which the Company operates;

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● operating and share price performance of other companies that investors deem comparable to PubCo;

● PubCo’s ability to market new and enhanced products and technologies on a timely basis;

● changes in laws and regulations affecting PubCo’s business;

● PubCo’s ability to meet compliance requirements;

● commencement of, or involvement in, litigation involving PubCo;

● changes in PubCo’s capital structure, such as future issuances of securities or the incurrence of additional debt;

● the volume of PubCo Ordinary Shares available for public sale;

● any major change in the PubCo Board or management;

● sales of substantial amounts of PubCo Ordinary Shares by PubCo’s directors, executive officers or significant shareholders or the perception that such sales could occur; and

● general economic and political conditions such as recessions, interest rates, international currency fluctuations and acts of war or terrorism.

Broad market and industry factors may materially harm the market price of PubCo’s securities irrespective of PubCo’s operating performance. The stock market in general, and the Trading Market in particular, have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of PubCo’s securities, may not be predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors perceive to be similar to PubCo could depress PubCo’s share price regardless of PubCo’s business, prospects, financial conditions or results of operations. A decline in the market price of PubCo’s securities also could adversely affect PubCo’s ability to issue additional securities and PubCo’s ability to obtain additional financing in the future.

Failure to maintain effective internal controls over financial reporting could have a material adverse effect on PubCo’s business, operating results and stock price.

Prior to the consummation of the Business Combination, the Company is neither a publicly listed company, nor an affiliate of a publicly listed company, and has not dedicated accounting personnel and other resources to address internal control and other procedures commensurate with those of a publicly listed company. Effective internal control over financial reporting is necessary to increase the reliability of financial reports.

The standards required for a public company under Section 404(a) of the Sarbanes-Oxley Act are significantly more stringent than those required of the Company as a privately held company. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable after the Business Combination. If PubCo is not able to implement the additional requirements of Section 404(a) of the Sarbanes-Oxley Act in a timely manner or with adequate compliance, it may not be able to assess whether its internal controls over financial reporting are effective, which may subject it to adverse regulatory consequences and could harm investor confidence and the market price of PubCo Ordinary Shares.

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Prior to the Business Combination, neither the Company nor its auditors were required to perform an evaluation of internal control over financial reporting as of July 31, 2023 and 2022 in accordance with the provisions of the Sarbanes-Oxley Act as it was a private company. In connection with the preparation of the Company’s consolidated financial statements for fiscal years 2023 and 2022, the Company identified material weaknesses in its internal control over financial reporting, as defined in the standards established by the PCAOB. The material weakness identified related to (i) lack of accounting staff and resources with appropriate knowledge of accounting principles generally accepted in the U.S. GAAP and SEC reporting and compliance requirements to design and implement formal period-end financial reporting policies and procedures to address complex technical accounting issue in accordance with GAAP and the SEC requirements, and (ii) lack of information technology general controls in the areas of IT policies and procedures, user provisioning and termination, privileged access and service organization monitoring who are responsible for change management over certain core business system and accounting system. To remediate the material weaknesses, the Company has begun, and will continue, to (A) hire additional finance and accounting staff with qualifications and work experience in GAAP and SEC reporting requirements to formalize the key internal control over financial reporting; (B) allocate sufficient resources to prepare and review financial statements and related disclosures in accordance with GAAP and SEC reporting requirements; and (C) hire experienced IT staff with qualifications of the CRISC (“Certified in Risk and Information Systems Control”) to formalize and strengthen the key internal control over Information Technology General Control.

Following the Business Combination, PubCo’s independent registered public accounting firm will not be required to report on the effectiveness of its internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002 until PubCo’s first Form 20-F following the date on which it ceases to qualify as an “emerging growth company,” which may be up to five full fiscal years following the date of the first sale of common equity securities pursuant to an effective registration statement. If such evaluation were performed, control deficiencies could be identified by PubCo’s management, and those control deficiencies could also represent one or more material weaknesses. In addition, PubCo cannot predict the outcome of this determination and whether PubCo will need to implement remedial actions in order to implement effective control over financial reporting. If in subsequent years PubCo is unable to assert that PubCo’s internal control over financial reporting is effective, or if PubCo’s auditors express an opinion that PubCo’s internal control over financial reporting is ineffective, PubCo may fail to meet the future reporting obligations in a timely and reliable manner and its financial statements may contain material misstatements. Any such failure could also adversely cause PubCo’s investors to have less confidence in the accuracy and completeness of its financial reports, which could have a material adverse effect on the price of PubCo’s securities.

Each of TTNP and the Company have incurred and will incur substantial costs in connection with the Business Combination and related transactions, such as legal, accounting, consulting and financial advisory fees.

As part of the Business Combination, each of TTNP and the Company is utilizing professional service firms for legal, accounting and financial advisory services. Although the parties have been provided with estimates of the costs for each advisory firm, the total actual costs for their legal, accounting and consulting fees may exceed those estimates. In addition, the companies may retain consulting services to assist in the integration of the businesses. These consulting services may extend beyond the current estimated time frame thus resulting in higher than expected costs.

The exercise of registration rights to certain KE Shareholders and holders of TTNP Series AA Preferred Stock may adversely affect the market price of the PubCo Ordinary Shares.

Pursuant to the TTNP Merger each Company Share will be converted into the right to receive 8.524 Ordinary Shares, as a result of which Mr. Seow’s Company Shares will be converted into the right to receive 2,344,100 PubCo Ordinary Shares. In addition, the TTNP Series AA Preferred Stock, all of which is owned by Sire (of which Mr. Seow is the sole shareholder), will be converted into the right to receive 1,019,313 PubCo Ordinary Shares. Therefore, Mr. Seow would become the beneficial owner of 3,363,550, or 48.9%, of the 6,877,467 PubCo Ordinary Shares expected to be outstanding upon consummation of the Business Combination. PubCo, Mr. Seow, and Sire will enter into the Registration Rights Agreement, pursuant to which Mr. Seow and Sire will be permitted to resell their PubCo Ordinary Shares without volume restrictions under Rule 144 under the Securities Act. Their sales of PubCo Ordinary Shares could adversely affect the market price of PubCo Ordinary Shares.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

The following unaudited pro forma condensed combined financial information has been prepared to aid in your analysis of the financial impacts of (1) the transaction between TTNP and PubCo, Merger Sub and the Company and (2) certain related transactions. The pro forma financial information reflects the combination of historical financial information of TTNP and KE Sdn, adjusted to give effect to (A) the transactions, inclusive of the issuance of PubCo Ordinary Shares for TTNP Common Stock, TTNP Series AA Preferred Stock, and the exchange of PubCo Ordinary Shares for KE Sdn’s ordinary shares in accordance with the terms of the Merger Agreement, and (B) the payment of transaction costs, as required by the Merger Agreement, as each are subsequently described in greater detail. Hereinafter, TTNP and KE Sdn are collectively referred to as the “companies,” and the companies, subsequent to the transaction, are referred to herein as the “Combined Company.”

The unaudited pro forma condensed combined balance sheet, which has been presented for the Combined Company as of April 30, 2024, gives effect to the Transactions as if they were consummated on April 30, 2024. The unaudited pro forma condensed combined statements of operations, which have been presented for the Combined Company for the nine months ended April 30, 2024 and for the year ended July 31, 2023, give pro forma effect to the Transactions as if they had occurred on August 1, 2022. The historical consolidated financial information of TTNP and historical combined financial information of KE Sdn has been adjusted in the pro forma financial statements to give effect to pro forma events that are (1) directly attributable to the transaction, (2) factually supportable, and (3) with respect to the pro forma statements of operations, expected to have a continuing impact on the results of the Combined Company. The pro forma financial statements have been presented for informational purposes only and are not necessarily indicative of what the Combined Company’s financial position or results of operations actually would have been had the transaction been completed as of the dates indicated. In addition, the pro forma financial statements do not purport to project the future financial position or operating results of the Combined Company.

The unaudited pro forma condensed co combined financial information was derived from, and should be read in conjunction with, the following historical financial statements and the accompanying notes:

● the historical unaudited condensed financial statements of TTNP as of and for the six months ended June 30, 2024, which are included in TTNP’s Quarterly Report on Form 10-Q for the six months ended June 30, 2024, filed with the SEC on August 15, 2024, and the historical audited financial statements of TTNP as of and for the year ended December 31, 2023 and 2022, which are included in TTNP’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on April 1, 2024.

● the historical unaudited condensed combined financial statements of KE Sdn as of and for the nine months ended April 30, 2024 and the historical audited combined financial statements of KE Sdn as of and for the year ended July 31, 2023, each of which are included elsewhere in this report.

The unaudited pro forma condensed combined financial information should also be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in TTNP’s Quarterly Report on Form 10-Q for the six months ended June 30, 2024, filed with the SEC on August 15, 2024 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in TTNP’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on April 1, 2024, , and included elsewhere in this proxy statement/prospectus, and The Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this proxy statement/prospectus.

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Description of the Transactions

The unaudited pro forma condensed combined financial statements reflect (1) the transaction between TTNP and KE Sdn in accordance with the Merger Agreement dated August 19, 2024, and (2) additional transactions directly related to and/or triggered by the transaction. More specifically, the unaudited pro forma condensed combined financial statements give effect to the following material events:

● the issuance of PubCo Ordinary Shares in exchange for all of issued and outstanding TTNP Common Stock at 1:1 basis in accordance with the Merger Agreement dated August 19, 2024;

● the issuance of PubCo Ordinary Shares in exchange for all of issued and outstanding TTNP Series AA Preferred Stock at 1.07296:1 basis in accordance with the Merger Agreement;

● the change of TTNP warrants or options to purchase a certain number of TTNP Common Stock to PubCo warrants or options to purchase the same number of PubCo Ordinary Shares issuable upon the exercise of that warrant or option, as applicable, at an exercise price per share equal to the per share exercise price of such warrant or option, and otherwise upon the same terms and conditions as set forth in the applicable underlying agreement. Notwithstanding the foregoing, a holder of those certain TTNP Class B warrants initially exercisable October 18, 2019, expiring October 17, 2024; or those certain TTNP warrants initially exercisable October 30, 2020, expiring December 1, 2025; or those certain TTNP warrants initially exercisable January 20, 2021, expiring July 20, 2026; or initially exercisable February 4, 2022, expiring August 4, 2027, may, within 30 days after the consummation of the TTNP Merger, require TTNP to purchase the unexercised portion of those warrants from the holder at the Black Scholes Value (as defined in the warrant) of that portion.

● the issuance of PubCo Ordinary Shares in exchange for all of issued and outstanding KE Shares at 8.524:1 basis in accordance with the Merger Agreement.

Upon the closing of the Transactions, (i) existing TTNP stockholders (other than the Related Parties) will own approximately 13.2% of the issued and outstanding PubCo Ordinary Shares; (ii) the Company’s existing security holders will own approximately 86.7% of the outstanding PubCo Ordinary Shares; and (iii) the Related Parties, through their ownership of TTNP Common Stock on the date hereof, will own approximately 14.9% of the issued and outstanding PubCo Ordinary Shares. Dato’ Seow Gim Shen, Chairman of the TTNP Board and Chief Executive Officer of TTNP, is the holder of 47.4% of the outstanding shares of the Company. In addition, Mr. Seow is the sole stockholder of Sire, which is the holder of 150,087 shares of TTNP Common Stock issued upon conversion of TTNP Series AA Preferred Stock. It is expected that Mr. Seow will own 48.9% of the outstanding shares of the Combined Company following the Business Combination. Such ownership percentages could be subject to proportional dilution for any required financing in connection with the Closing.

The following table provides an estimate of the Combined Company’s ordinary shares that are anticipated to be outstanding immediately subsequent to consummation of the Transactions:

Combined Company ordinary shares held by:	Shares Outstanding		% of Post-transaction Outstanding Shares
Pre-transaction TTNP stockholders, the Related Parties*		3,313		0.0	%
Pre-transaction TTNP stockholders, other than the Related Parties		910,921		13.3	%
Pre-transaction TTNP Series AA preferred stockholders		1,019,313		14.8	%
Pre-transaction KE Sdn stockholder, Dato’ Seow Gim Shen		2,344,100		34.1	%
Pre-transaction KE Sdn stockholders, other than Mr. Seow		2,599,820		37.8	%
		6,877,467		100.0	%
KE Sdn’s existing security holders		5,963,233		86.7	%
Mr. Seow		3,366,726		48.9	%

* Excludes shares issued upon conversion of TTNP Series A Preferred Stock.

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Accounting for the Transaction

Notwithstanding the legal form of the transaction pursuant to the Merger Agreement, the transaction is accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, TTNP is treated as the acquired company for financial reporting purposes, and KE Sdn is treated as the accounting acquirer. In accordance with this accounting method, the transaction is treated as the equivalent of KE Sdn’s issuing stock for the net assets of TTNP, accompanied by a recapitalization. The net assets of TTNP are stated at historical cost, with no goodwill or other intangible assets recorded, and operations prior to the closing of the transaction are those of KE Sdn.

KE Sdn was deemed the accounting acquirer for purposes of the transaction based on an evaluation of the following facts and circumstances:

● KE Sdn’s senior management team as of immediately prior to the Transactions comprises senior management of the post-closing Combined Company;

● KE Sdn designated a majority of the members of the Combined Company’s initial Board of Directors;

● KE Sdn’s operations comprise the ongoing operations of the Combined Company; and

● KE Sdn’s pre-transaction shareholders will comprise the majority of the Combined Company shareholders.

Basis of Pro Forma Presentation

In accordance with Article 11 of Regulation S-X, pro forma adjustments to the combined historical financial information of TTNP and KE Sdn give effect to transaction accounting adjustments that (1) depict in the unaudited pro forma condensed combined balance sheet the accounting required to be applied to the Transactions pursuant to U.S. GAAP assuming those adjustments were made as of April 30, 2024 and (2) depict in the unaudited pro forma condensed combined statements of operations the effects of the pro forma balance sheet adjustments, assuming those adjustments were made as of the beginning of the earliest period presented. Accordingly, non-recurring pro forma adjustments that impact the pro forma income of the Combined Company have been recorded to the unaudited pro forma condensed combined statement of operations for the year ended July 31, 2023, as the Transactions are assumed to have occurred on August 1, 2022 for purposes of presenting pro forma statement of operations information. TTNP and KE Sdn have not had any historical relationship prior to the Transactions, thus preparation of the accompanying pro forma financial information did not require any adjustments with respect to such activities.

The unaudited pro forma condensed combined financial information has been presented to provide relevant information necessary for an understanding of the Combined Company subsequent to completion of the Transactions. However, the unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and is not necessarily indicative of the operating results and financial position that would have been achieved had the Transactions occurred on the dates indicated, and does not reflect adjustments for any anticipated synergies, operating efficiencies, tax savings or cost savings. The pro forma adjustments represent estimates based on information available as of the dates of the unaudited pro forma condensed combined financial information and are subject to change as additional information becomes available. Assumptions and estimates underlying the pro forma adjustments set forth in the unaudited pro forma condensed combined financial information are described in the accompanying notes. The actual financial position and results of operations of the Combined Company subsequent to consummation of the Transactions may differ significantly from the pro forma amounts reflected herein.

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
(In U.S. dollars thousands, except for share and per share data, or otherwise noted)

	Historical
	June 30, 2024			April 30, 2024
	2(A) Titan Pharmaceuticals, Inc.			2(B) KE SDN. BHD.			Transaction Accounting Adjustments				Pro Forma Combined
ASSETS
Current assets:
Cash and cash equivalents	$	4,092		$	7		$	(671	)	2(a)	$	3,400
								(828	)	2(b)
								800		2(c)
Restricted cash		-			514							514
Accounts receivable, net		38			188							226
Deferred costs		-			397							397
Prepaid expenses and other current assets		220			20							240
Total current assets		4,350			1,126			(699	)			4,777
Non-current assets:
Property and equipment, net		-			1							1
Operating lease right-of-use assets		-			4							4
Total non-current assets		-			5							5
TOTAL ASSETS	$	4,350		$	1,131		$	(699	)		$	4,782
Liabilities and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable	$	356		$	244			$			$	600
Notes payable		-			217							217
Contract liability		-			522							522
Amounts due to related parties		-			355			(355	)	2(b)		-
Accrued expenses and other current liabilities		-			69							69
Short-term borrowings		-			139							139
Current portion of long-term borrowings		-			72							72
Operating lease liabilities, current		-			4							4
Total current liabilities		356			1,622			(355	)			1,623
Non-current liabilities:
Long-term borrowings		-			31							31
Total non-current liabilities		-			31			-				31
Total liabilities		356			1,653			(355	)			1,654
Commitments and contingencies		-			-			-				-
Stockholders’ equity (deficit):
TTNP preferred stock, $0.001 par value		1			-			(1	)	2(d)		-
TTNP common stock, $0.001 par value		1			-			(1	)	2(d)		-
KE Sdn common stock, $0.3830 (RM1) par value		-			191			31		2(c)		-
								(222	)	2(d)
PubCo ordinary shares, $0.001 par value		-			-			7		2(d)		7
Additional paid-in capital		398,975			-			769		2(c)		4,307
								(395,437	)	2(d)
Accumulated deficit		(394,983	)		(708	)		(671	)	2(a)		(1,181	)
								(473	)	2(b)
								395,654		2(d)
Accumulated other comprehensive loss		-			(5	)						(5	)
Total stockholders’ equity (deficit)		3,994			(522	)		(344	)			3,128
Total liabilities and stockholders’ equity (deficit)	$	4,350		$	1,131		$	(699	)		$	4,782

See accompanying notes to the unaudited pro forma condensed combined financial information.

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
(In U.S. dollars thousands, except for share and per share data, or otherwise noted)

	Historical
	For the nine months ended
	June 30, 2024			April 30, 2024
	3(A) Titan Pharmaceuticals, Inc.			3(B) KE SDN. BHD.			Transaction Accounting Adjustments				Pro Forma Combined
Revenues	$	-		$	1,542		$				$	1,542
Cost of revenues		-			1,103							1,103
Gross profit		-			439							439
Operating expenses:
Selling and marketing expenses		-			11							11
General and administrative expenses		4,581			678			671		3(a)		6,403
								473		3(b)
Research and development expenses		487			-			(487	)	3(c)		-
Total operating expenses		(5,068	)		689			657				6,414
Loss from operations		(5,068	)		(250	)		(657	)			(5,975	)
Other income (expense), net:
Interest expense, net		(12	)		(39	)						(51	)
Gain on asset sale		23			-			(23	)	3(d)		-
Other expense, net		(66	)		(7	)		-				(73	)
Total other expense, net		(55	)		(46	)		(23	)			(124	)
Loss before income taxes		(5,123	)		(296	)		(680	)			(6,099	)
Provision for income taxes		-			-			-				-
Net loss	$	(5,123	)	$	(296	)	$	(680	)		$	(6,099	)
Weighted average number of ordinary shares outstanding - basic and diluted		840,415										6,877,467		3(e)
Net loss per ordinary share - basic and diluted	$	(6.10	)								$	(0.89	)

See accompanying notes to the unaudited pro forma condensed combined financial information.

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
(In U.S. dollars thousands, except for share and per share data, or otherwise noted)

	Historical
	For the year ended
	September 30, 2023			July 31, 2023
		4(A) Titan Pharmaceuticals, Inc.			4(B) KE SDN. BHD.			Transaction Accounting Adjustments				Pro Forma Combined
Revenues	$	305		$	2,082		$	(305	)	4(c)	$	2,082
Cost of revenues		-			1,618							1,618
Gross profit		305			464			(305	)			464
Operating expenses:
Selling and marketing expenses		-			12							12
General and administrative expenses		5,393			406			671		4(a)		6,943
								473		4(b)
Research and development expenses		2,869			-			(2,869	)	4(d)		-
Total operating expenses		8,262			418			(1,725	)			6,955
(Loss) income from operations		(7,957	)		46			1,420				(6,491	)
Other income (expense), net:
Interest income (expense), net		45			(50	)						(5	)
Gain on asset sale		1,732			-			(1,732	)	4(e)		-
Other expense, net		15			16							31
Total other income (expense), net		1,792			(34	)		(1,732	)			26
(Loss) income before income taxes		(6,165	)		12			(312	)			(6,465	)
Provision for income taxes		-			-			-				-
Net (loss) income	$	(6,165	)	$	12		$	(312	)		$	(6,465	)
Weighted average number of ordinary shares outstanding - basic and diluted		746,944										6,877,467		4(f)
Net loss per ordinary share - basic and diluted	$	(8.25	)								$	(0.94	)

See accompanying notes to the unaudited pro forma condensed combined financial information.

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NOTE 1. BASIS OF PRESENTATION

The transaction between TTNP and KE Sdn is accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, TTNP is treated as the acquired company for financial reporting purposes, and KE Sdn is treated as the accounting acquirer. The transaction is treated as the equivalent of KE Sdn issuing stock for the net assets of TTNP, accompanied by a recapitalization. The net assets of TTNP are stated at historical cost, with no goodwill or intangible assets recorded. Operations prior to the transaction are those of KE Sdn.

The unaudited pro forma condensed combined balance sheet assumes that the Transactions were completed on April 30, 2024. The unaudited pro forma condensed combined statements of operations for the nine months ended April 30, 2024 and for the year ended July 31, 2023 give pro forma effect to the Transactions as if they had occurred on August 1, 2022. Non-recurring pro forma adjustments that impact the pro forma income of the Combined Company have been recorded to the pro forma condensed combined statement of operations for the year ended July 31, 2023, as the Transactions are assumed to have occurred on August 1, 2022 for purposes of presenting pro forma income statement information.

TTNP has a fiscal year end of December 31, while KE Sdn has a fiscal year end of July 31, accordingly the most recent period ended balance sheet date for TTNP is June 30, 2024 and for KE Sdn is April 30, 2024. As KE Sdn has been determined to be the accounting acquirer, its latest interim balance sheet date was used for pro forma presentation (April 30, 2024) and their prior fiscal year end was used for prior annual period presentation. According to SEC Regulation S-X, when the acquiree’s year end is more than one quarter different than the registrant’s year end, the acquirer combines its annual income statement with the acquiree’s for a 12-month period that ends within one quarter of the registrant’s year end. Accordingly, in the pro forma financial statements the following periods have been combined:

● Historical balance sheet of KE Sdn as of April 30, 2024 and historical balance sheet of TTNP as of June 30, 2024.

● Historical statement of operations of KE Sdn for the fiscal year ended July 31, 2023 and historical statement of operations of TTNP for the fiscal year ended September 30, 2023.

● Historical statement of operations of KE Sdn for the nine months ended April 30, 2024 and historical statement of operations of TTNP for the nine months ended June 30, 2024.

The unaudited pro forma condensed combined financial information was derived from, and should be read in conjunction with, the following historical financial statements and the accompanying notes:

● the historical unaudited condensed financial statements of TTNP as of and for the six months ended June 30, 2024, which are included in TTNP’s Quarterly Report on Form 10-Q for the six months ended June 30, 2024, filed with the SEC on August 15, 2024, the historical audited financial statements of TTNP as of and for the year ended December 31, 2023 and 2022, which are included in TTNP’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on April 1, 2024, and the historical unaudited condensed financial statements of TTNP for the nine months ended September 30, 2023 and 2022, which are included in TTNP’s Quarterly Report on Form 10-Q for the nine months ended September 30, 2023, filed with the SEC on November 14, 2023 and included elsewhere in this proxy statement/prospectus; and

● the historical unaudited condensed combined financial statements of KE Sdn as of and for the nine months ended April 30, 2024 and the historical audited combined financial statements of KE Sdn as of and for the year ended July 31, 2023, each of which are included elsewhere in this proxy statement/prospectus.

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The unaudited pro forma condensed combined financial information does not give effect to any management adjustments or anticipated synergies, operating efficiencies, cost savings or other benefits that may result from consummation of the Transactions. The pro forma adjustments are based on currently available information and certain assumptions and methodologies believed to be reasonable under the circumstances. Management has made significant estimates and assumptions in its determination of the pro forma adjustments and, accordingly, actual amounts may differ materially from the information presented. However, management believes that its assumptions and estimates provide a reasonable basis for presenting all of the significant effects of the Transactions based on information available to management at the time, and the pro forma adjustments give appropriate effect to those assumptions and are applied in the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position of the Combined Company would have been had the Transactions taken place on the dates indicated, nor is the information indicative of the future consolidated results of operations or financial position of the Combined Company.

NOTE 2. ADJUSTMENTS TO UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

The pro forma notes and adjustments, based on preliminary estimates that could change materially as additional information is obtained, are as follows:

Pro forma notes:

2(A)	Derived from the unaudited consolidated balance sheet of TTNP as of June 30, 2024.
2(B)	Derived from the unaudited consolidated balance sheet of KE Sdn as of April 30, 2024.

Pro forma Balance Sheet Transaction Accounting Adjustments:

2(a)	To reflect preliminary estimated transaction costs of $671 thousand, not yet reflected in the historical financial statements, which are expected to be incurred by TTNP in connection with the Business Combination, such as advisory, legal and auditor fees, as an increase in accrued expenses and accumulated deficit in the unaudited pro forma condensed combined balance sheet.
2(b)	To reflect preliminary estimated transaction costs of $828 thousand, not yet reflected in the historical financial statements, which are expected to be incurred by KE Sdn in connection with the Business Combination, such as advisory, legal and auditor fees, as an increase in accrued expenses and accumulated deficit in the unaudited pro forma condensed combined balance sheet.
2(c)	To reflect the issuance of 80,000 shares of KE Sdn ordinary shares, with par value of $0.383 (RM1) on August 19, 2024, for an aggregate purchase price of $0.8 million.
2(d)	To reflect the recapitalization of KE Sdn pursuant to the Merger Agreement, through (i) the issuance of 914,234 shares of PubCo Ordinary Shares in exchange for 914,234 shares of TTNP Common Stock at the exchange ratio of 1:1, (ii) the issuance of 1,019,313 of PubCo Ordinary Shares in exchange for 950,000 shares of TTNP Series AA Preferred Stock at the exchange ratio of 1:1.07296, (iii) the issuance of 4,943,920 shares of PubCo Ordinary Shares in exchange for 580,000 shares of KE Ordinary Shares at the exchange ratio of 1:8.524, and to reflect (iv) the de-recognition of accumulated deficit of TTNP which is reversed to additional paid-in capital.

The de-recognition of accumulated deficit of TTNP is determined as follows (in thousands):

Accumulated deficit of TTNP as of June 30, 2024	$	394,983
Preliminary estimated transaction costs of TTNP, see Note 2(a)		671
Total adjustment to derecognize the accumulated deficit	$	395,654

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NOTE 3. ADJUSTMENTS TO UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED APRIL 30, 2024 OR JUNE 30, 2024

The pro forma notes and adjustments, based on preliminary estimates that could change materially as additional information is obtained, are as follows:

Pro forma notes:

3(A)	Derived from the unaudited consolidated statement of operations and comprehensive loss of TTNP for the nine months ended June 30, 2024.
3(B)	Derived from the unaudited consolidated statement of operations and comprehensive loss of KE Sdn for the nine months ended April 30, 2024.

Given KE Sdn’s history of net losses and valuation allowance, management assumed an effective tax rate of 0%. Therefore, the pro forma adjustments to the unaudited pro forma condensed combined statement of operations resulted in no additional income tax adjustment to the unaudited pro forma condensed combined financial information.

Pro forma Statement of Operations Transaction Accounting Adjustments:

3(a)	To reflect TTNP’s estimated advisory, legal, audit and other costs related to the TTNP Merger, as an increase to general and administrative expenses.
3(b)	To reflect KE Sdn’s estimated advisory, legal, audit and other costs related to the TTNP Merger, as an increase to general and administrative expenses.
3(c)	To reflect the de-recognition of TTNP’s research and development expenses related to discontinued research and development activities.
3(d)	To reflect the gain on sales of TTNP’s assets related to discontinued activities.
3(e)	The pro forma combined basic and diluted net loss per share has been adjusted. In addition, the number of shares used in calculating the pro forma combined basic and diluted net loss per share has been adjusted to reflect the estimated total number of shares of PubCo Ordinary Shares of the combined company for the presenting period. The pro forma weighted average shares have been calculated as follows:

	Basic			Diluted
Historical weighted average number of TTNP common stock outstanding		840,415			840,415
Derecognition of TTNP common stock in connection with the TTNP Merger		(840,415	)		(840,415	)
Estimated shares of PubCo Ordinary Share expected to be issued in connection with the TTNP Merger upon Closing		6,877,467			6,877,467
Pro forma combined weighted average number of ordinary shares outstanding		6,877,467			6,877,467

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NOTE 4. ADJUSTMENTS TO UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS FOR THE YEAR ENDED JULY 31, 2023 OR SEPTEMBER 30, 2023

The pro forma notes and adjustments, based on preliminary estimates that could change materially as additional information is obtained, are as follows:

Pro forma notes:

4(A)	Derived from the audited consolidated statement of operations and comprehensive loss of TTNP for the year ended September 30, 2023.
4(B)	Derived from the unaudited consolidated statement of operations and comprehensive loss of KE Sdn for the year ended July 31, 2023.

Given KE Sdn’s history of net losses and valuation allowance, management assumed an effective tax rate of 0%. Therefore, the pro forma adjustments to the unaudited pro forma condensed combined statement of operations resulted in no additional income tax adjustment to the unaudited pro forma condensed combined financial information.

Pro forma Statement of Operations Transaction Accounting Adjustments:

4(a)	To reflect TTNP’s estimated advisory, legal, audit and other costs related to the TTNP Merger, as an increase to general and administrative expenses.
4(b)	To reflect KE Sdn’s estimated advisory, legal, audit and other costs related to the TTNP Merger, as an increase to general and administrative expenses.
4(c)	To reflect the de-recognition of TTNP’s revenue related to discontinued sales activities.
4(d)	To reflect the de-recognition of TTNP’s research and development expenses related to discontinued research and development activities.
4(e)	To reflect the gain on sales of TTNP’s assets related to discontinued activities.
4(f)	The pro forma combined basic and diluted net loss per share has been adjusted. In addition, the number of shares used in calculating the pro forma combined basic and diluted net loss per share has been adjusted to reflect the estimated total number of shares of PubCo Ordinary Shares of the combined company for the presenting period. The pro forma weighted average shares have been calculated as follows:

	Basic			Diluted
Historical weighted average number of TTNP common stock outstanding		746,944			746,944
Derecognition of TTNP common stock in connection with the TTNP Merger		(746,944	)		(746,944	)
Estimated shares of PubCo Ordinary Share expected to be issued in connection with the TTNP Merger upon Closing		6,877,467			6,877,467
Pro forma combined weighted average number of ordinary shares outstanding		6,877,467			6,877,467

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SPECIAL MEETING OF TTNP STOCKHOLDERS

General

TTNP is furnishing this proxy statement/prospectus to its stockholders as part of the solicitation of proxies by the TTNP Board for use at the Special Meeting to be held on [•], 2024 and at any adjournment or postponement thereof. This proxy statement/prospectus provides TTNP Stockholders with information they need to know to be able to vote or direct their vote to be cast at the Special Meeting.

Date, Time and Place

The Special Meeting will be held on [•] 2024, at [•] Eastern time. The meeting will be held virtually over the internet by means of a live audio webcast. You will be able to attend, vote your shares and submit questions during the Special Meeting via a live webcast available at [•].

Purpose of the Special Meeting

TTNP Stockholders are being asked to vote on the Business Combination Proposal, the Nasdaq Proposal, and the Adjournment Proposal.

Voting Power; Record Date

You will be entitled to vote or direct votes to be cast at the Special Meeting if you owned shares of TTNP Common Stock at the close of business on [•], 2024, which is the Record Date. You are entitled to one vote for each share of TTNP Common Stock that you owned as of the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the Record Date, there were [1,064,321] shares of TTNP Common Stock outstanding, of which [910,921] are TTNP Public Shares.

Vote of the Directors and Officers

Sire and TTNP directors and officers have stated their intention to vote their shares in favor of the Business Combination Proposal and all other Proposals presented in this proxy statement/prospectus. As a result, [378,761], or approximately [41.6]% of the TTNP Public Shares to be voted in favor of the Business Combination in order to have the Business Combination approved.

Quorum and Required Vote for Proposals

A quorum of TTNP Stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if a majority of the shares of TTNP Common Stock issued and outstanding and entitled to vote at the Special Meeting is present via the virtual meeting platform or represented by proxy at the Special Meeting. Abstentions will count as present for the purposes of establishing a quorum. Broker non-votes will not be counted for purposes of establishing a quorum. The approval of the Business Combination Proposal requires the affirmative vote of a majority of the issued and outstanding shares of TTNP Common Stock as of the Record Date. Accordingly, a TTNP Stockholder’s failure to vote by proxy or to vote via the virtual meeting platform at the Special Meeting or an abstention will have the same effect as a vote “AGAINST” the Business Combination Proposal.

The approval of all other Proposals presented in this proxy statement/prospectus require the affirmative vote of a majority of the shares of TTNP Common Stock cast by the stockholders represented in person or by proxy and entitled to vote thereon at the Special Meeting. Accordingly, a TTNP Stockholder’s failure to vote by proxy or to vote via the virtual meeting platform at the Special Meeting or an abstention will have no effect on the outcome of such Proposals.

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Abstentions and Broker Non-Votes

Broker non-votes will not be counted as present for the purposes of establishing a quorum and will have no effect on any of the Proposals.

Recommendation of the TTNP Board

The TTNP Board has determined that each of the Proposals presented in this proxy statement/prospectus is fair to and in the best interests of TTNP and its stockholders and has approved such Proposals. The TTNP Board recommends that stockholders vote “FOR” each of the Business Combination Proposal, the Nasdaq Proposal, and the Adjournment Proposal.

When you consider the recommendation of the TTNP Board in favor of approval of the Proposals, you should keep in mind that the TTNP’s directors and officers have interests in the Business Combination that are different from or in addition to (or which may conflict with) your interests as a stockholder. These interests include, among other things:

● Mr. Seow, Chairman of the TTNP Board and Chief Executive Officer of TTNP, is the holder of 47.4% of the outstanding shares of the Company. In addition, Mr. Seow is the sole shareholder of Sire, which is the holder of 150,087 shares of TTNP Common Stock issued upon conversion of TTNP Series AA Preferred Stock. Sire intends to vote its TTNP Common Stock in favor of the Business Combination Proposal, the Nasdaq Proposal, and if brought before the meeting, the Adjournment Proposal. By virtue of the TTNP Merger, Sire’s remaining TTNP Series AA Preferred Stock will be exchanged for the right to receive 869,226 PubCo Ordinary Shares, in addition to the PubCo Ordinary Shares that Sire will have the right to receive in exchange for its TTNP Common Stock. It is expected that Mr. Seow will own, beneficially, 48.9% of the outstanding shares of the combined company following the TTNP Merger.

● TTNP’s existing officers and directors will be eligible for continued indemnification and continued coverage under a directors’ and officers’ liability insurance policy after the Business Combination and pursuant to the Merger Agreement.

The existence of the interests described above may result in a conflict of interest on the part of TTNP’s officers and directors in entering into the Merger Agreement and making their recommendation that you vote in favor of the approval of the Business Combination.

The existence of the interests described above may result in a conflict of interest on the part of TTNP’s officers and directors in entering into the Merger Agreement and making their recommendation that you vote in favor of the approval of the Business Combination. In particular, the existence of the interests described above may incentivize TTNP’s officers and directors to complete an initial business combination, even if on terms less favorable to TTNP’s stockholders.

For more information, see the section above titled “Summary of the Proxy Statement/Prospectus — Interests of Certain Persons in the Transactions.”

Voting Your Shares — Stockholders of Record

Each share of TTNP Common Stock that you own in your name entitles you to one vote. If you are a record owner of your shares, there are two ways to vote your shares of TTNP Common Stock at the Special Meeting:

You Can Vote By Signing and Returning the Enclosed Proxy Card. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by the TTNP Board “FOR” Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, and the Adjournment Proposal (if presented). Votes received after a matter has been voted upon at the Special Meeting will not be counted.

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You Can Attend the Special Meeting and Vote During the Meeting. You can access the Special Meeting by visiting the website [•]. You will need your control number for access. If you do not have a control number, please contact Continental. Please allow up to 48 hours prior to the meeting for processing your control number. Instructions on how to attend and participate at the Special Meeting are available at [•].

Voting Your Shares — Beneficial Owners

If your TTNP Common Stock is held in an account at a brokerage firm, bank or other nominee, then you are the beneficial owner of shares held in “street name” and this proxy statement/prospectus is being sent to you by that broker, bank or other nominee. The broker, bank or other nominee holding your account is considered to be the stockholder of record for purposes of voting at the Special Meeting. As a beneficial owner, you have the right to direct your broker, bank or other nominee regarding how to vote the shares in your account by following the instructions that the broker, bank or other nominee provides you along with this proxy statement/prospectus. As a beneficial owner, if you wish to vote at the Special Meeting, you must get a proxy from the broker, bank or other nominee. Please see “— Attending the Special Meeting” below.

Attending the Special Meeting

Only TTNP Stockholders on the Record Date or their legal proxyholders may attend the Special Meeting. Please note that you will only be able to access the Special Meeting by means of remote communication. Please have your Control Number, which can be found on your proxy card, to join the Special Meeting. If you do not have a control number, please contact TTNP’s transfer agent, Continental Stock Transfer & Trust Company.

Revoking Your Proxy

If you are a record owner of your shares and you give a proxy, you may change or revoke it at any time before it is exercised by doing any one of the following:

● you may send another proxy card with a later date;

● you may notify TTNP’s secretary in writing before the Special Meeting that you have revoked your proxy; or

● you may attend the Special Meeting, revoke your proxy, and vote via the virtual meeting platform as described above.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker for information on how to change or revoke your voting instructions.

Who Can Answer Your Questions About Voting Your Shares

If you are a stockholder and have any questions about how to vote or direct a vote in respect of your TTNP Common Stock, you may contact the proxy solicitor as follows:

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[PROXY AGENT] 

No Additional Matters May Be Presented at the Special Meeting

The Special Meeting has been called only to consider the approval of the Business Combination Proposal, the Nasdaq Proposal and the Adjournment Proposal. Under the TTNP Bylaws, other than procedural matters incident to the conduct of the Special Meeting, no other matters may be considered at the Special Meeting if they are not included in this proxy statement/prospectus, which serves as the notice of the Special Meeting.

Appraisal and Dissenting Rights

TTNP Stockholders do not have appraisal rights in connection with the Business Combination or the other proposals.

Proxy Solicitation

TTNP is soliciting proxies on behalf of the TTNP Board. This solicitation is being made by mail but also may be made by telephone, by facsimile, on the internet or in person. TTNP and its directors, officers and employees may also solicit proxies in person. TTNP will file with the SEC all scripts and other electronic communications as proxy soliciting materials. TTNP will bear the cost of the solicitation.

TTNP has hired [●]to assist in the proxy solicitation process. TTNP will pay [●] a fee of $[●], plus disbursements of its expenses in connection with services relating to the Special Meeting.

TTNP will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. TTNP will reimburse them for their reasonable expenses in connection with such efforts.

Stock Ownership

Mr. Seow, TTNP’s Chairman and Chief Executive Officer, is the sole shareholder of Sire, which, as of the Record Date, is the owner of 14.1% of the outstanding shares of TTNP Common Stock. Sire intends to vote its TTNP Common Stock in favor of the Business Combination Proposal.

THE BUSINESS COMBINATION PROPOSAL

General

Holders of TTNP Common Stock are being asked to approve and adopt the Merger Agreement and the Business Combination. TTNP Stockholders should carefully read this proxy statement/prospectus in its entirety for more detailed information concerning the Merger Agreement, which is attached as Annex A to this proxy statement/prospectus. Please see the section titled “— The Merger Agreement” below, for additional information and a summary of certain terms of the Merger Agreement. You are urged to carefully read the Merger Agreement in its entirety before voting on this Proposal.

Because TTNP is holding a stockholder vote on the Business Combination, TTNP may consummate the Business Combination only if it is approved by the affirmative vote of the holders of a majority of the issued and outstanding shares of TTNP Common Stock as of the Record Date for the Special Meeting.

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The Merger Agreement

The following is a summary of the material terms of the Merger Agreement. A copy of the Merger Agreement is attached as Annex A to this proxy statement/prospectus and is incorporated by reference into this proxy statement/prospectus. The Merger Agreement has been attached to this proxy statement/prospectus to provide you with information regarding its terms. It is not intended to provide any other factual information about TTNP, the Company or PubCo. The following description does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement. You should refer to the full text of the Merger Agreement for details of the Business Combination and the terms and conditions of the Merger Agreement. Any defined terms used in this summary but not defined in this summary or in the section titled “— Frequently Used Terms” shall have the meanings set forth in the Merger Agreement.

The Merger Agreement contains representations and warranties that TTNP, PubCo, and Merger Sub on the one hand, and KE Sdn, on the other hand, have made to one another as of specific dates. These representations and warranties have been made for the benefit of the other parties to the Merger Agreement and are intended not as statements of fact but rather as a way of allocating the risk to one of the parties if those statements prove to be incorrect. In addition, the assertions embodied in the representations and warranties are qualified by information in Disclosure Letters exchanged by the parties in connection with signing the Merger Agreement. While the parties do not believe that these Disclosure Letters contain information required to be publicly disclosed under the applicable securities laws, other than information that has already been so disclosed, the Disclosure Letters do contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the attached Merger Agreement. Accordingly, you should not rely on the representations and warranties as current characterizations of factual information about TTNP, PubCo, Merger Sub, or the Company because they were made as of specific dates, are intended merely as a risk allocation mechanism between TTNP and the Company and are modified by the Disclosure Letters.

General; Structure of the Business Combination; Closing

On August 19, 2024, TTNP entered into the Merger Agreement with PubCo, Merger Sub, and the Company.

Pursuant to the Merger Agreement, PubCo will acquire ownership of TTNP and Company in related transactions, as follows:

● Pursuant to the Merger Agreement, and in accordance with the Delaware General Corporation Law, Merger Sub will merge with and into TTNP;  the separate existence of Merger Sub will cease; and Parent will be the surviving corporation of the TTNP Merger and a direct wholly owned subsidiary of PubCo.

● Pursuant to the Merger Agreement, within five business days after this proxy statement/prospectus became effective, PubCo, TTNP, and the Company will, and each of the KE Shareholders may elect to, enter into the Share Exchange Agreement, pursuant to which, immediately following effectiveness of the TTNP Merger, each Company Shareholder entering into the Share Exchange Agreement will contribute and exchange all of his Company shares in exchange for PubCo Ordinary Shares. If all KE Shareholders enter into and consummate the Share Exchange Agreement, the Company will thereupon be a direct wholly owned subsidiary of PubCo. TTNP may terminate the Merger Agreement if fewer than all KE Shareholders enter into the Share Exchange Agreement within the specified period.

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The TTNP Merger

At the TTNP Merger Effective Time:

● By virtue of the TTNP Merger, and without any action on the part of any party to the Merger Agreement or the holders of securities of Merger Sub, each share of Merger Sub that is issued and outstanding immediately prior to the TTNP Merger Effective Time shall automatically be converted into an equal number of shares of the Surviving Corporation.

● At the TTNP Merger Effective Time, by virtue of the TTNP Merger and conditioned on the consummation of the Business Combination, and without any action on the part of the holders of TTNP Common Stock, each share of TTNP Common Stock that is issued and outstanding immediately prior to the TTNP Merger Effective Time shall automatically be cancelled and cease to exist in exchange for the right to receive, upon delivery of the Transmittal Documents, as defined in the Merger Agreement, one PubCo Ordinary Share.

● At the TTNP Merger Effective Time, by virtue of the TTNP Merger and conditioned on the consummation of the Business Combination, and without any action on the part of the holders of TTNP Series AA Preferred Stock, each share of TTNP Series AA Preferred Stock that is issued and outstanding immediately prior to the TTNP Merger Effective Time, shall automatically be cancelled and cease to exist in exchange for the right to receive, upon delivery of the Transmittal Documents, as defined in the Merger Agreement, 1.07296 PubCo Ordinary Shares.

● If there are any shares of TTNP Capital Stock that are owned by TTNP as treasury shares or any shares of TTNP Capital Stock owned by any direct or indirect subsidiary of TTNP immediately prior to the TTNP Merger Effective Time, such shares of TTNP Capital Stock shall be canceled and shall cease to exist without any conversion thereof or payment or other consideration therefor; and

● At the TTNP Merger Effective Time, without any action on the part of any holder of TTNP warrants or options (as defined in the Merger Agreement), each TTNP warrant or option that is issued and outstanding immediately prior to the TTNP Merger Effective Time shall become a warrant or option, as applicable, to purchase that number of PubCo Ordinary Shares equal to the number of shares of TTNP Common Stock that would have been issuable upon the exercise of that warrant or option, as applicable, at an exercise price per share equal to the per share exercise price of such warrant or option, and otherwise upon the same terms and conditions, as set forth in the applicable underlying agreement. Other than as described in the immediately preceding sentence, each such warrant or option so assumed shall continue to have, and shall be subject to, the same terms and conditions as applied to the underlying warrant or option immediately prior to the TTNP Merger Effective Time. Notwithstanding the foregoing, a holder of Parent Class B Warrants, initially exercisable October 18, 2019, expiring October 17, 2024; or TTNP warrants initially exercisable February 9, 2020, expiring February 9, 2025; or TTNP warrants initially exercisable July 9, 2020, expiring July 9, 2025; or those certain TTNP warrants initially exercisable October 30, 2020, expiring December 1, 2025; or TTNP warrants initially exercisable January 20, 2021, expiring July 20, 2026; or initially exercisable February 4, 2022, expiring August 4, 2027, may, within 30 days after the consummation of the TTNP Merger, require the Surviving Corporation to purchase the unexercised portion of those warrants from the holder at the Black Scholes Value (as defined in the warrant) of that portion.

The Contribution and Exchange

Immediately following the TTNP Merger Effective Time, the Contribution and Exchange shall occur as follows (the “Exchange Effective Time”): Pursuant to the terms of the Share Exchange Agreement, each Company Shareholder electing to become a party thereto shall contribute to PubCo all of such Company Shareholder’s Company Shares, and in exchange for the contribution of such Company Shares, PubCo shall issue to such Company Shareholder for each Company Share contributed 8.524 newly issued PubCo Ordinary Shares. TTNP may terminate the Merger Agreement if fewer than all KE Shareholders elect to enter into the Share Exchange Agreement. The consummation of the Business Combination is also subject to customary closing conditions among other terms

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The Merger Agreement includes a covenant for KE Sdn and TTNP to use commercially reasonable efforts to obtain Transaction Financing (the “Transaction Financing”), in the form of written commitments for a private placement of equity, debt or other alternative financing to PubCo, from Transaction Investors, to be agreed by Parent and the Company, in an amount up to $1 million.

It is anticipated that upon Closing, (i) existing TTNP Stockholders (other than Sire and TTNP’s officers and directors (the “Related Parties”)) will own approximately 13.2% of the issued and outstanding PubCo Ordinary Shares; (ii) the Company’s existing security holders will own, beneficially, approximately 86.7% of the outstanding PubCo Ordinary Shares; and (iii) Related Parties, through their ownership of TTNP Common Stock on the date hereof will own approximately 14.9% of the issued and outstanding PubCo Ordinary Shares. Dato’ Seow Gim Shen, Chairman of the TTNP Board and Chief Executive Officer of TTNP, is the holder of 47.4% of the outstanding shares of the Company. In addition, Mr. Seow is the sole stockholder of Sire, which is the holder of 150,087 shares of TTNP Common Stock issued upon conversion of TTNP Series AA Preferred Stock. It is expected that Mr. Seow will own 48.9% of the outstanding shares of the combined company following the TTNP Merger. Such ownership percentages could be subject to proportional dilution for any required financing in connection with the Closing.

TTNP Common Stock is publicly traded on the Nasdaq Capital Market under the symbol “TTNP.” PubCo has applied for listing, to be effective at the time of the Business Combination, of PubCo Ordinary Shares. Upon consummation of the Business Combination, the ordinary shares will be listed on Nasdaq Capital Market under the symbol “SIRE.”

Exclusivity

Except in connection with Transaction Financing, each of the Company and TTNP has agreed not to, and to cause its Representatives not to, until the earlier of Closing or the valid termination of the Merger Agreement, (i) initiate any negotiations with any person with respect to, or provide any non-public information or data concerning the Company or TTNP or their respective subsidiaries, or afford to any person access to the business, properties, assets or personnel of the Company or TTNP or any of their respective subsidiaries if any, (ii) enter into any acquisition agreement, merger agreement or similar definitive agreement, or any letter of intent, memorandum of understanding or agreement in principle, or any other agreement relating to an Acquisition Proposal or Alternative Transaction, as defined in the Merger Agreement, grant any waiver, amendment or release under any confidentiality agreement or the anti-takeover laws of any state relating to an Acquisition Proposal or Alternative Transaction, or (iv) otherwise knowingly facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any Person to make an Acquisition Proposal or Alternative Transaction. Each of the Company and TTNP shall, and shall cause its Representatives to, immediately cease any and all existing discussions or negotiations with any person conducted heretofore with respect to any Alternative Transaction or Acquisition Proposal.

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Representations, Warranties, and Covenants

The Merger Agreement contains customary representations and warranties of the parties thereto with respect to, among other things, (a) with respect to the Company: (i) entity organization, good standing and qualification, (ii) subsidiaries and capitalization, (iii) authorization to enter into the Merger Agreement and to consummate the Transactions, (iv) financial statements, (v) material contracts, (vi) intellectual property, (vii) title to properties and assets and outstanding liens, (viii) real property, (ix) environmental matters, (x) compliance with other instruments; (xi) compliance with laws, (xii) absence of material changes, (xiii) litigation, (xiv) insurance, (xv) governmental consents, (xvi) material permits, (xvii) registration and voting rights, (xviii) brokers, finders and transaction expenses, (xix) related-party transactions, (xx) labor agreements, actions and employee compensation, (xxi) employee benefit plans, (xxii) taxes, (xxiii) books and records, (xxiv) the U.S. Foreign Corrupt Practices Act; (xxv) anti-money laundering, (xxvi) sanctions; (xxvii) export controls; (xxviii) takeover statutes and charter provisions, (xxix) proxy statement and prospectus, and (xxx) approval of the Company Board, and, (b) with respect to TTNP: (i) entity organization, good standing and qualification, (ii) capitalization, (iii) authorization to enter into the Merger Agreement and to consummate the Transactions, (iv) financial statements, (v) material contracts, (vi) intellectual property, (vii) title to properties and assets and outstanding liens, (viii) real property, (ix) environmental matters, (x) compliance with other instruments; (xi) compliance with laws, (xii) absence of material changes, (xiii) litigation, (xiv) insurance, (xv) governmental consents, (xvi) material permits, (xvii) registration and voting rights, (xviii) brokers, finders and transaction expenses, (xix) related-party transactions, (xx) labor agreements, actions and employee compensation, (xxi) employee benefit plans, (xxii) taxes, (xxiii) books and records, (xxiv) the U.S. Foreign Corrupt Practices Act; (xxv) anti-money laundering, (xxvi) sanctions; (xxvii) export controls; (xxviii) takeover statutes and charter provisions, (xxix) proxy statement and prospectus, (xxx) SEC filings, (xxxi) the Investment Company Act and the JOBS Act, (xxxii) business activities (xxxiii) Nasdaq quotation, and (xxxiv) approval of the TTNP Board; and (c) with respect to PubCo and Merger Sub; (i) organization, good standing, corporate power and qualification, (ii) capitalization and voting rights, (iii) due authorization, (iv) compliance with other instruments, (v) absence of changes, (vi) legal actions, (vii) brokers, finders and transaction expenses, (viii) proxy statement and prospectus, (ix) investment company or emerging growth company status, (x) business activities, (xi) governmental consents, and (xii) foreign private issuer status.

The Merger Agreement also includes customary covenants of the parties with respect to the operation of their respective businesses prior to the consummation of the Business Combination and efforts to satisfy conditions to the consummation of the Business Combination. The Merger Agreement also contains additional covenants of the parties, including, among others: covenants of (a) the Company pertaining to (i) the Company’s conduct of business and (ii) trading in the securities of the Parent; (b) Parent and the Acquisition Entities pertaining to (i) PubCo’s Nasdaq listing,(ii) the Parent’s Nasdaq Listing, (iii) Parent conduct of business, (iv) post-Closing Directors and Officers of PubCo, (v) PubCo maintaining a directors’ and officers’ liability insurance policy, and (vi) public filings; and (c) joint covenants pertaining to (i) Transaction Financing (ii) Regulatory Approvals and other filings, (iii) preparation of the proxy statement and prospectus and the stockholder meeting of the Parent, (iv) support of the Transactions, (v) tax matters, (vi) stockholder litigation, (vii) acquisition proposals and alternative transactions, (ix) access to information and inspection and (ix) delisting and deregistration of TTNP Common Stock.

Conditions to the Closing of the Business Combination

Under the Merger Agreement, the obligations of the parties to consummate (or cause to be consummated) the Business Combination is conditioned upon, among other things, with respect to conditions to obligations of Parent, the Acquisition Entities and the Company: (a) the Parent Stockholders’ Approval (as defined in the Merger Agreement); (b) all required Regulatory Approvals shall have been obtained or have expired or been terminated, as applicable; (c) the registration statement to be filed with the SEC in connection with the Business Combination shall have become effective under the Securities Act, and no stop order suspending the effectiveness of the proxy statement/prospectus shall have been issued, and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; (d) the PubCo Ordinary Shares to be issued in connection with the Transactions shall have been approved for listing on Nasdaq, subject only to official notice of issuance thereof; and (e) no Governmental Authority shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) or Governmental Order that is then in effect and which has the effect of making the Transactions illegal or which otherwise prevents or prohibits consummation of the Transactions; with respect to conditions to obligations of Parent: (a) each of the representations and warranties of the Company contained in the Merger Agreement shall be accurate and complete as of the date thereof and as of the Closing Date, as though then made, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be accurate and complete at and as of such date, except for, in each case, inaccuracies or omissions that (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” (as defined in the Merger Agreement) or another similar materiality qualification set forth therein), individually or in the aggregate, have not had, and would not reasonably be expected to have, a Material Adverse Effect; (b) each of the covenants of the Company to be performed or complied with as of or prior to the Closing shall have been performed or complied with in all material respects; (c) there has not been any event that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and (d) all approvals, waivers or consents from any third parties required to be obtained by the Company have been obtained; and with respect to the conditions to obligations of the Company, (a) each of the representations and warranties of Parent and of each Acquisition Entity contained in the Merger Agreement shall be accurate and complete as of the date thereof and as of the Closing Date, except with respect to such representations and warranties which speak as to an earlier date, which representations and warranties shall be accurate and complete at and as of such date, and except for, in each case, inaccuracies or omissions that (without giving effect to any limitation as to “materiality” or “Material Adverse Effect” or another similar materiality qualification set forth therein) individually or in the aggregate, have not had, and would not reasonably be expected to have a Material Adverse Effect; (b) each of the covenants of Parent and of each Acquisition Entity to be performed or complied with as of or prior to the Closing shall have been performed or complied with in all material respects; and (c) there has not been any event that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

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Survival of Representations, Warranties and Covenants

Except for certain covenants and agreements contained in the TTNP Merger Agreement or any related agreement that by their terms expressly apply in whole or in part after the Closing, and then only with respect to any breaches occurring after the Closing, and other customary provisions set forth in Article XI of the Merger Agreement, none of the representations, warranties, covenants obligations or other agreements contained in the Merger Agreement or any of the related agreements shall survive the Closing and shall terminate and expire upon the occurrence of the Closing (and there shall be no liability after the Closing in respect thereof).

Termination

Prior to the Closing, the Merger Agreement may be terminated and the Transactions abandoned:

● by mutual written consent of the Company and TTNP;

● by written notice from the Company or TTNP to the other if any Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which has become final and non-appealable and has the effect of making consummation of the Transactions illegal or otherwise preventing or prohibiting consummation of the Transactions;

● by written notice from the Company or Parent to the other if the Closing has not occurred by the Termination Date;

● by written notice from the Company or TTNP to the other if the TTNP Stockholders’ Approval shall not have been obtained by reason of the failure to obtain the required vote at the TTNP Stockholder Meeting duly convened therefor or at any adjournment or postponement thereof;

● by written notice from TTNP to the Company if the Share Exchange Agreement is not signed by KE Sdn and the KE Sdn Shareholders within five business days after the registration statement of which this proxy statement/prospectus forms a part becomes effective;

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● prior to the Closing, by written notice to the Company from TTNP if (i) there is any breach of any representation warranty, covenant or agreement on the part of the Company set forth in the Merger Agreement, such that the conditions specified in Sections 9.2(a) or (b) of the Merger Agreement would not be satisfied at the Closing (a “Terminating Company Breach”), except that, if such Terminating Company Breach is curable by the Company through the exercise of its reasonable best efforts, then, for a period of up to 30 days (or any shorter period of the time that remains between the date TTNP provides written notice of such violation or breach and the Termination Date) after receipt by the Company of notice from TTNP of such breach (the “Company Cure Period”), such termination shall not be effective, and such termination shall become effective only if the Terminating Company Breach is not cured within the Company Cure Period, or (ii) the Closing has not occurred on or before the Termination Date, unless TTNP is in material breach of any of its representations, warranties, covenants or agreements under this Agreement; or

● prior to the Closing, by written notice to TTNP from the Company if (i) there is any breach of any representation, warranty, covenant or agreement on the part of TTNP or any Acquisition Entity set forth in the Merger Agreement, such that the conditions specified in Sections 9.3(a) or (b) of the Merger Agreement would not be satisfied at the Closing (a “Terminating TTNP Breach”), except that, if any such Terminating TTNP Breach is curable by TTNP through the exercise of its reasonable best efforts, then, for a period of up to 30 days (or any shorter period of the time that remains between the date the Company provides written notice of such violation or breach and the Termination Date) after receipt by TTNP of notice from the Company of such breach (the “TTNP Cure Period”), such termination shall not be effective, and such termination shall become effective only if the Terminating TTNP Breach is not cured within the TTNP Cure Period or (ii) the Closing has not occurred on or before the Termination Date, unless the Company is in material breach of any of its representations, warranties, covenants or agreements under the Merger Agreement.

Expenses

On the Closing Date, PubCo shall pay or cause to be all accrued and unpaid Company Transaction Expenses and Parent Transaction Expenses.

Governing Law

The Merger Agreement, and all claims or causes of action based upon, arising out of, or related to the Merger Agreement or the Transactions, shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction, provided that the TTNP Merger shall be governed by the laws of the State of Delaware.

Related Agreements

Registration Rights Agreement

At the Closing, PubCo, Mr. Seow and Sire will enter into a registration rights agreement in customary form and substance, pursuant to which, among other things, PubCo will agree to provide Mr. Seow and Sire with certain rights relating to the registration for resale of the PubCo Ordinary Shares that they will receive in the TTNP Merger and the Contribution and Exchange.

Background of the Business Combination

The terms of the Business Combination are the result of arm’s-length negotiations between Representatives of TTNP comprised of the independent directors of TTNP (the “Special Committee”) and the Company. The following is a brief description of the background of these negotiations and the resulting Business Combination.

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TTNP was incorporated as a Delaware corporation in 1992. Prior to the sale of assets that occurred in September 2023 (as described in the section titled “Titan Pharmaceuticals, Inc.”), TTNP focused on developing therapeutics utilizing the proprietary long-term drug delivery platform, ProNeura®, for the treatment of select chronic diseases for which steady state delivery of a drug has the potential to provide an efficacy and/or safety benefit. TTNP’s first product based on the ProNeura technology was Probuphine® (buprenorphine implant), which is approved in the United States, Canada and the European Union (“EU”) for the maintenance treatment of opioid use disorder in clinically stable patients taking 8 mg or less a day of oral buprenorphine. While Probuphine continues to be commercialized in the EU (as Sixmo™) by another company that had acquired the rights from TTNP, TTNP discontinued commercialization of the product in the United States during the fourth quarter of 2020 and subsequently sold the product in September 2023.

In December 2021, TTNP announced its intention to work with a financial advisor to explore strategic alternatives to enhance stockholder value, potentially including an acquisition, merger, reverse merger, other business combination, sale of assets, licensing or other transaction. In June 2022, TTNP implemented a plan to reduce expenses and conserve capital that included a company-wide reduction in salaries and a scale back of certain operating expenses to enable TTNP to maintain sufficient resources as it pursued potential strategic alternatives. In July 2022, David Lazar and Activist Investing LLC, of which Mr. Lazar serves as Chief Executive Officer, acquired an approximately 25% ownership interest in TTNP, filed a proxy statement and nominated six directors, including Mr. Lazar, each of whom was elected to the TTNP Board at the 2022 Special Meeting. The exploration and evaluation of possible strategic alternatives by the TTNP Board continued in the months following the 2022 Special Meeting.

Following the election of the new directors at the Special Meeting, Dr. Marc Rubin, TTNP’s Executive Chairman, was replaced as TTNP’s principal executive officer by Mr. Lazar, who assumed the role of Chief Executive Officer. In December 2022, TTNP implemented additional cost reduction measures including a reduction in its workforce.

Following the appointment of Mr. Lazar and the other new directors to the TTNP Board, TTNP ramped up its exploration of strategic alternatives. Over the next several months, Mr. Lazar and other members of the TTNP Board introduced TTNP to multiple companies in a variety of industries, each of which was considering a reverse merger or other transaction with a listed company. These opportunities were extensively evaluated as potential strategic partners for TTNP, including an assessment of their business models, capital structure, and long-term growth potential. TTNP evaluated each potential target using specific selection criteria, which included companies with the strongest possible cash position, management team, and path toward viability as a continuing public company. The discussions with each of these potential strategic partners were led by Mr. Lazar, with assistance from Dr. Kate Beebe DeVarney, then President and Operating Officer and member of the TTNP Board, and the other TTNP Board members. Throughout the process, Mr. Lazar kept the TTNP Board closely apprised of all conversations with potential strategic partners, prioritizing these efforts during TTNP Board calls occurring almost weekly. As a result, TTNP received a multitude of preliminary, non-disclosure and non-binding term sheets with certain potential strategic partners, each of which is noted below. These non-binding term sheets contained standard confidentiality and valuation methodology provisions, and were executed predominantly for the purpose of exchanging information during due diligence. TTNP did not provide any potential strategic partner with material non-public information. Of the potential transactions considered (other than KE), two term sheets were executed. The strategic alternative opportunities were predominantly sourced and introduced to TTNP directly by Mr. Lazar, and TTNP did not consider any other opportunities other than those described herein.

In August 2022, Mr. Lazar engaged in discussions with Company A, an American automobile manufacturer, regarding a potential reverse merger transaction. On August 16, 2022, Company A’s senior management made a presentation to the TTNP Board regarding Company A’s business and the terms of a potential reverse merger. Members of the TTNP Board including Eric Greenberg, Matthew McMurdo and Avraham Ben-Tzvi met with Company A’s management and automotive development teams over the next week at an auto show in California, and the parties subsequently negotiated a draft non-binding letter of intent regarding a reverse merger. At a meeting of the TTNP Board on August 22, 2022, the TTNP Board voted to approve the non-binding letter of intent with Company A. In the weeks following the execution of the letter of intent, TTNP continued to negotiate with Company A regarding a potential transaction. However, prior to the meeting of the TTNP Board on September 6, 2022, Company A’s management advised Mr. Lazar that Company A was no longer interested in pursuing a transaction.

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During this time, Mr. Lazar also engaged in preliminary discussions with the management teams of certain other automakers based in Asia. After initial discussions with a Hong Kong-based financial consultant who had provided one such introduction, the TTNP Board determined that this particular opportunity was not viable. In September 2022, Mr. Lazar introduced TTNP to Company B, an electric vehicle and battery production company based in Asia with which several members of the TTNP Board had an existing business relationship. However, TTNP was unable to negotiate a favorable term sheet with Company B, and negotiations stalled out over the ensuing months.

On September 15, 2022, Mr. Lazar introduced the TTNP Board at a meeting to the chairman and chief executive officer of Company C, an automaker focused on the development of flying cars. At the meeting, Company C’s management engaged in extensive discussions with the TTNP Board regarding Company C’s business model and technologies and the terms of a potential transaction. Over the next few weeks, the TTNP Board reviewed due diligence materials provided by Company C and discussed possible structures for a strategic transaction. On September 28, 2022, senior management of Company C again met with the TTNP Board to discuss the potential deal terms, due diligence materials, and the details of a potential term sheet. Following the meeting, TTNP began drafting a term sheet and Company C furnished certain financial information regarding its recent business operations. On September 29, 2022, the TTNP Board met to discuss the status of term sheet negotiations with Company C. Over the next several weeks, Mr. Lazar remained in contact with Company C. However, on November 16, 2022, Mr. Lazar advised the TTNP Board that Company C had returned with a counteroffer that TTNP deemed to be insufficient, and TTNP subsequently ceased discussions with Company C.

On October 3, 2022, the TTNP Board met with Company D, a Dubai-based flying car company, to discuss a potential reverse merger transaction. At the TTNP Board meeting, Company D’s management team presented to the TTNP Board regarding its business history, growth strategy, and vision for a strategic partnership with TTNP. The TTNP Board subsequently negotiated a non-binding letter of intent with Company D over the next several weeks. Members of the TTNP Board met with Company D senior management in the Netherlands during November 2022 and subsequently entered into a non-binding letter of intent to continue exploring a reverse merger transaction. TTNP engaged with Company D over the next several months, including meetings with Company D and potential investors in Dubai during February 2023. However, due to Company D’s inability to produce audited financial statements and a valuation that the TTNP Board deemed to be too high, discussions regarding the proposed terms ended and did not culminate in a transaction.

In October 2022, Mr. Lazar introduced TTNP to Company E, an automaker focused on the development of a solar electric vehicle. Company E’s senior management presented to the TTNP Board on November 3, 2022 regarding its business operations, the solar vehicle prototype, and the economic terms of a proposed strategic alternative transaction. TTNP and Company E exchanged drafts of a non-binding term sheet over the next few weeks, but the parties ultimately decided to pursue other opportunities.

On November 3, 2022, the TTNP Board met with the senior management team of Company F, a dairy farm that cells pasteurized dairy cow milk designated as “certified humane.” After engaging in preliminary discussions, TTNP and Company F mutually agreed that a transaction was not in the best interest of either party.

On April 5, 2023, TTNP received a notice from Nasdaq that its stockholders’ equity as reported in TTNP’s Annual Report on Form 10-K for the period ended December 31, 2022 did not satisfy the continued listing requirement under Nasdaq Listing Rule 5550(b)(1) for the Nasdaq Capital Market, which requires that a listed company’s stockholders’ equity be at least $2,500,000. In response to the notice, TTNP submitted a compliance plan and was granted an additional 180-day period to regain compliance with Nasdaq Listing Rule 5550(b)(1). TTNP subsequently began considering investment and other financing arrangements in order to regain compliance with the Nasdaq stockholders’ equity requirement.

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On April 19, 2023, Mr. Lazar introduced the TTNP Board to an investor consortium that explained that it had been approached by a wound care and pain management company seeking to go public and monetize its corporation, and presented a potential business combination transaction between this company and TTNP. However, no agreement on a term sheet was reached.

On April 27, 2023, the TTNP Board met with a private investor who had a former business relationship with one of TTNP’s Board members. The investor presented a proposal to reverse merge TTNP with several wireless charging companies that he had acquired, with the resulting company being listed on Nasdaq. However, the parties never agreed on a term sheet and did not move forward.

In April 2023, Mr. Lazar and Dr. DeVarney engaged in preliminary discussions with Company G, a pharmaceutical company based in Shenzhen that was interested in acquiring TTNP. Over the next few weeks, Company G performed due diligence on TTNP, but the parties ultimately decided to pursue other opportunities.

In April 2023, Jesus Hoyos of ARC Group introduced TTNP to an investor consortium based in Malaysia that wanted to explore a reverse merger transaction between TTNP and a Malaysian gaming company. Members of the TTNP Board engaged in discussions with the company over the next several weeks. Though these discussions ultimately did not result in the negotiation of a strategic alternative transaction, Mr. Lazar would later sell his ownership stake in TTNP to Choong Choon Hau, a member of the consortium, on June 21, 2023. Also during April 2023, Mr. Hoyos introduced the Company to Sire, which was interested in completing a PIPE investment into the Company. Discussions with Sire regarding a PIPE transaction continued over the next several months.

Beginning in July 2023, TTNP engaged in discussions with Company H, a quantum technology company. On August 2, 2023, senior management from Company H met with TTNP to discuss the terms of a potential reverse merger transaction. However, the companies ultimately could not reach an agreement on the amount of capital that Company H would contribute, and mutually decided to seek other opportunities.

In August 2023, TTNP was introduced to Company I by Ritesh Veera, but ultimately did not decide to pursue a transaction due to difficulties faced by that company in obtaining financing.

On September 13, 2023, TTNP entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Sire, pursuant to which TTNP issued 950,000 shares of TTNP Series AA Preferred Stock to Sire at a price of $10.00 per share, for an aggregate purchase price of $9,500,000 (the “Private Placement”). As a result of the Private Placement, TTNP regained compliance with Nasdaq Listing Rule 5550(b)(1).

In connection with the Private Placement, and pursuant to the terms set forth in the Purchase Agreement, Mr. Lazar and Peter Chasey submitted their resignations from the TTNP Board, effective immediately upon the appointment of two replacement directors to fill the vacancies. Mr. Lazar remained with TTNP as Chief Executive Officer. On October 9, 2023, pursuant to the recommendation of the Nominating and Governance Committee of the TTNP Board, (i) Dato’ Seow Gim Shen, who is the Chief Executive Officer and sole owner of Sire, was appointed to the TTNP Board as an interested director and as the Chairman of the TTNP Board and (ii) Brynner Chiam was appointed to the TTNP Board as an independent director.

In October 2023, Mr. Seow and Mr. Chiam began discussions with KE Sdn, a Malaysian company doing business in the information technology sector, of which Mr. Seow is a related party, regarding a potential reverse merger transaction with TTNP. On October 26, 2023, Mr. Chiam presented to the TTNP Board regarding this opportunity for the first time, noting that KE Sdn was in the process of commencing a PCAOB audit, a process that was expected to take at least eight weeks. Mr. Seow and Mr. Chiam continued to update the TTNP Board regarding the status of negotiations with KE Sdn at TTNP Board meetings over the next several months.

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In November 2023, Mr. Lazar, as Chief Executive Officer of TTNP, began engaging with Company J, a “virtual utility” providing solutions for power generation and distribution, regarding a strategic alternative transaction with TTNP. On November 16, 2023, executives from Company J met with the TTNP Board and provided an overview of their business model and cash situation and expressed interest in pursuing a reverse merger with TTNP.

During November and December 2023, TTNP continued to explore potential transactions with both KE Sdn and Company J, with discussions occurring at weekly TTNP Board meetings. On January 3, 2024, Mr. Chiam presented the TTNP Board with a proposed term sheet for a reverse merger transaction with KE Sdn, and the TTNP Board provided Mr. Chiam with comments and suggestions for negotiated terms, including with respect to the proposed valuation. On January 11, 2024, Mr. Chiam advised that KE Sdn had agreed to substantially increase the valuation of TTNP in line with other strategic alternative opportunities that had been reviewed by the TTNP Board, which the TTNP Board viewed as a positive development. On February 13, 2024, the Audit Committee of the TTNP Board met with Enrome LLP, the proposed auditor for KE Sdn, to discuss its background and qualifications of auditing companies and transactions of this nature. At a TTNP Board meeting on February 20, 2024, David Natan, the chairman of the Audit Committee, stated that the Audit Committee was still not comfortable with the valuation of the proposed transaction at that time.

During March 2024, TTNP focused on finalizing its Annual Report on Form 10-K and continued to negotiate and evaluate the potential transactions with both Company J and KE Sdn. After TTNP filed its Form 10-K, at a TTNP Board meeting on April 2, 2024, TTNP (i) accepted the resignations of Eric Greenberg, Matthew C. McMurdo and David Natan as directors of TTNP and Dr. DeVarney as director and President of TTNP and (ii) appointed Firdauz Edmin Bin Mokhtar and Francisco Osvaldo Flores García as independent directors of TTNP to fill two of the vacancies created by the resignations. Avraham Ben-Tzvi agreed to remain on the TTNP Board as an independent director. The resignations of Messrs. Greenberg, McMurdo and Natan and Dr. DeVarney were effective immediately and were not the result of any disagreements with TTNP relating to TTNP’s operations, policies or practices.

On April 25, 2024, the TTNP Board formed a special committee comprised of the TTNP independent directors, Brynner Chiam, Firdauz Edmin Bin Mokhtar and Francisco Osvaldo Flores García, for purposes of evaluating and recommending TTNP’s entry into the proposed reverse merger transaction with KE Sdn. On May 13, 2024, the Special Committee recommended, and the TTNP Board approved, the entry into a non-binding letter of intent for the reverse merger of KE Sdn and TTNP.

Following the execution of the letter of intent with KE Sdn, an initial draft definitive merger agreement was prepared by Loeb & Loeb LLP, KE Sdn’s counsel, and distributed to Olshan Frome Wolosky LLP, TTNP’s counsel, TTNP and KE Sdn on May 28, 2024. During the weeks that followed the execution of the letter of intent, both TTNP and KE Sdn conducted comprehensive due diligence on each other’s businesses, including an evaluation of each company’s capitalization table in order to confirm the specific terms of a fully-diluted merger. KE Sdn and TTNP were mutually committed to the swift completion of the transaction. The initial draft of the Merger Agreement constituted what the parties viewed as a “middle of the road” transaction agreement based on precedent document that counsels had prescreened. The primary terms in the Merger Agreement that were negotiated were the exchange ratios of TTNP and KE Sdn shares, respectively, for PubCo Ordinary Shares, the scope of representations and warranties, the treatment of outstanding TTNP employee stock options and warrants, and the inclusion of a “go-shop” or majority-of-the-minority provision.

On June 18, 2024, the TTNP Board met to discuss the status of negotiations regarding the Merger Agreement, and specifically discussed the treatment of outstanding warrants and options. The TTNP Board met again on July 9, 2024 to further discuss the Merger Agreement as well as the status of the Fairness Opinion being prepared in connection with the transaction. On July 18, 2024, the TTNP Board met to discuss the draft Merger Agreement, focusing on the negotiation of a “go-shop” provision and determining ultimately to proceed without such provision. On July 25, 2024, the TTNP Board met to discuss the calculation of the exchange ratio in the Merger Agreement as well as the status of KE Sdn’s latest financial reports.

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Following the delivery of KE Sdn’s latest financial reports for the quarters ended April 30, 2024 and 2023, on July 31, 2024, the parties finally negotiated the exchange ratio, or the number of shares that will be issued to each of the shareholders of each of TTNP and KE Sdn upon completion of the Business Combination. Following multiple rounds of discussions between counsels for TTNP and KE Sdn, the parties agreed to calculate the Company Exchange Ratio (as defined in the Merger Agreement) using TTNP’s VWAP stock price as of July 30, 2024 of $5.46 per share, resulting in a Company Exchange Ratio of 8.524. At a meeting on August 7, 2024, the TTNP Board determined that the proposed Company Exchange Ratio was reasonable and fair.

The TTNP Board engaged King Kee to furnish an opinion regarding the fairness to TTNP’s unaffiliated stockholders of the transaction consideration, which opinion was delivered to the TTNP Board on August 16, 2024. A final definitive Merger Agreement was circulated to TTNP’s and KE Sdn’s boards of directors on August 15, 2024 and the boards of directors of both TTNP and KE Sdn separately met and unanimously authorized and approved the definitive Merger Agreement on August 16, 2024. The Merger Agreement was executed on August 19, 2024 and a joint press release announcing the execution of the Merger Agreement was issued the same day. Consistent communication between TTNP’s and KE Sdn’s management teams continued thereafter as follow-up due diligence was performed to assess the funding needs for the combined company.

TTNP Board’s Reasons for Approval of the Business Combination

The TTNP Board considered a variety of factors in connection with its evaluation of the Business Combination. In light of the complexity of those factors, the TTNP Board, as a whole, did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. Individual members of the TTNP Board may have given different weight to different factors. Certain information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward- Looking Statements.”

In December 2021, TTNP announced its intention to work with a financial advisor to explore strategic alternatives to enhance stockholder value, potentially including an acquisition, merger, reverse merger, other business combination, sales of assets, licensing or other transaction. In July 2022, David Lazar and Activist Investing LLC acquired an approximately 25% ownership interest in TTNP, filed a proxy statement and nominated six additional directors, each of whom was elected the 2022 Special Meeting. The exploration and evaluation of possible strategic alternatives by the TTNP Board continued following the Special Meeting. As described further under “Background of the Business Combination”, over the past two years TTNP has extensively evaluated a large number of potential partners for a strategic alternative transaction across a diverse range of industries. Following this extensive evaluation, the TTNP Board determined that entering into the Business Combination with the Company provided the best alternative for maximizing stockholder value reasonably available to TTNP, including when compared to continuing to operate on a standalone basis and other reasonably actionable strategic alternatives such as those that TTNP had evaluated consistently in recent years, including potential combinations with other companies, acquisitions of assets that would provide new growth opportunities and additional scale and exploration of potential sale opportunities.

In reaching its decision, the TTNP Board held a number of meetings, consulted with its outside legal and financial advisors, reviewed the results of the due diligence conducted by its management and advisors, and considered a number of factors, including:

● meetings and calls with the management team and advisors of the Company regarding, among other things: (i) the Company’s strategically located operations in Malaysia; (ii) the Company’s plans to grow revenue through acquisition of new clients and expansion of customers’ demand; (iii) the general global outlook and growth of the software and human resources industry; (iv) the Company’s market position as a full-suite ecosystem for software and human resources management solutions; (v) the Company’s value proposition in Asia and globally; and (vi) strategic partnerships with industry leaders in Asia;

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● review of material contracts and other material matters of the Company, including, but not limited to, (i) the Company’s key strategic partners in the human resources management sector, and (ii) the terms and conditions of any material commercial agreements;

● review of historical financial performance of the Company (including unaudited financials);

● review of the financial projections and operating data provided by the Company’s management, including with respect to revenue;

● review of (i) the Company’s multi-prong approach to increasing revenues and market share in Malaysia, and the Southeast Asia Pacific region; and

● the Company’s senior and experienced management team and their crucial role in meeting the financial and valuation analyses of the Company.

The TTNP Board determined that the formation of the Special Committee, which would be authorized to explore hiring a strategic advisor and independent counsel and to take any and all actions with respect to the consideration, analysis and negotiation of the Business Combination, constituted best governance practice. Because Mr. Seow, TTNP’s Chairman and Chief Executive Officer, is a principal shareholder of the Company, the Special Committee subsequently determined to obtain an opinion from an outside party regarding the fairness to TTNP’s unaffiliated stockholders of the transaction consideration (the “Fairness Opinion”). The Special Committee considered and evaluated several firms to provide the opinion before ultimately recommending that the TTNP Board engage King Kee. On August 16, 2024. King Kee furnished to the TTNP Board King Kee’s opinion that the consideration to be paid pursuant to the Business Combination is fair, from a financial point of view, to the unaffiliated stockholders of TTNP. TTNP paid $30,000 to King Kee upon delivery of the Fairness Opinion materials. King Kee is not providing services to TTNP other than in connection with the preparation and delivery of the Fairness Opinion. A summary of the analyses prepared by King Kee in reaching this opinion, together with all assumptions related thereto, is set forth in the section titled: “The Business Combination Proposal – Opinion of TTNP’s Financial Advisor”. The TTNP Board further considered the benefits of the proposed TTNP Merger and concluded that the Business Combination would result in a combined company well-positioned to increase value for TTNP stockholders. The TTNP Board also concluded that the terms of the Merger Agreement, taken as a whole, including the parties’ representations, warranties and covenants, and the circumstances under which the Merger Agreement may be terminated, in its belief, were reasonable and that the resulting Business Combination was fair and in the best interest of TTNP stockholders.

The TTNP Board considered all of these factors as a whole and, on balance, concluded that the potential benefits of the Business Combination outweighed the risks and uncertainties. Accordingly, the TTNP Board approved the Merger Agreement, the TTNP Merger and the other transactions contemplated by the Merger Agreement.

KE Sdn Board’s Reasons for Approval of the Business Combination

In the course of reaching its decision to approve the Business Combination, KE Sdn’s board of directors considered a wide variety of factors, including, among others, the following material factors (which factors are not necessarily presented in any order of relative importance):

● the Business Combination will provide KE Sdn’s current shareholders with greater liquidity by owning publicly-traded stock and expand the range of investors potentially available to the Company as a public company, compared to the investors to which Set Jet could otherwise gain access if it continued to operate as a privately-held company;

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● the historical and current information concerning KE Sdn’s business, including its financial performance and condition, operations, and management;

● the competitive nature of the industry in which KE Sdn operates;

● the terms and conditions of the Merger Agreement, including the following:

● the determination that the expected relative percentages of ownership of TTNP’s stockholders and KE Sdn’s Shareholders in PubCo was appropriate, based on the KE Sdn’s judgment and assessment of the approximate valuations of TTNP and KE Sdn;

● the limited number and nature of the conditions of the obligation of TTNP to consummate the Business Combination;

● the belief that the other terms of the Merger Agreement, including the parties’ representations, warranties and covenants, and the conditions to their respective obligations, were reasonable in light of the entire transaction;

● PubCo Ordinary Shares issued to KE Sdn’s Shareholders will be registered on a Form F-4 registration statement and will become freely tradable for KE Sdn’s Shareholders who are not affiliates of KE Sdn;

● King Kee’s opinion that the consideration to be paid pursuant to the Business Combination is fair, from a financial point of view, to the unaffiliated stockholders of TTNP; and

● PubCo’s ability to obtain a Nasdaq listing upon the closing of the Business Combination.

KE Sdn’s board also considered a number of uncertainties and risks in its deliberations concerning the Business Combination and the other transactions contemplated by the Merger Agreement, including the following:

● the possibility that the Business Combination might not be completed for a variety of reasons, such as the failure of TTNP to obtain the required stockholder vote, and the potential adverse effect of the public announcement of the Business Combination on the reputation of KE Sdn and the ability of KE Sdn to obtain financing in the future in the event the Business Combination is not completed;

● the risk that future sales of shares of TTNP Common Stock by existing TTNP Stockholders may cause the price of TTNP Common Stock to fall, thus reducing the potential value of PubCo Ordinary Shares received by KE Shareholders pursuant to the Business Combination;

● the exchange ratio used to establish the number of shares of PubCo Ordinary Shares to be issued to KE Shareholders in the Business Combination is fixed; thus the relative percentage ownerships of TTNP Stockholders and KE Shareholders in PubCo immediately following the completion of the Business Combination is similarly fixed;

● the risk that the Business Combination might not be consummated in a timely manner or at all;

● the costs involved in connection with completing the Business Combination; the time and effort of KE Sdn management required to complete the Business Combination; and the related disruptions or potential disruptions to KE Sdn’s business operations and future prospects;

● the additional expenses and obligations to which KE Sdn’s business will be subject following the Business Combination that may result from PubCo’s being a public company;

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● the fact that the representations and warranties in the Merger Agreement do not survive the closing of the Business Combination and the potential risk of liabilities that may arise post-closing; and

● various other risks associated with the PubCo and the Business Combination, including the risks described in the section titled “Risk Factors” beginning on page 41 in this proxy statement/prospectus.

The foregoing information is not intended to be exhaustive, but summarizes the material factors considered by the KE Sdn board in its consideration of the Merger Agreement and the transactions contemplated. The KE Sdn board concluded that the benefits, advantages and opportunities of a potential transaction outweighed the uncertainties and risks described above. After considering these and other factors, the KE Sdn board unanimously approved the Merger Agreement and the Business Combination.

Certain Forecasted Information for the Company

Prior to TTNP Board’s approval of the Business Combination on August 16, 2024, the Company provided the TTNP Board with internally prepared forecasts for each of the years ending July 31, 2023 through 2026. KE Sdn does not as a matter of course make public forecasts as to future results. This prospective financial information was not prepared with a view toward compliance with International Financial Reporting Standards or U.S. GAAP, the published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The prospective financial and operating information were prepared solely for internal use, capital budgeting and other management purposes. The forecasts are subjective in many respects and therefore susceptible to varying interpretations and the need for periodic revision based on actual experience and business developments. The forecasts reflects the best available estimates and judgments, and presents, to the best of the Company’s management’s knowledge and belief, the expected course of action and the expected future performance of the Company  at the time. This information should not be relied upon as being necessarily indicative of future results, and readers of this proxy statement/prospectus are cautioned not to place undue reliance on the prospective information for it may be materially different from actual results. Please also see “Cautionary Note Regarding Forward-Looking Statements.”

The projections reflect numerous estimates and assumptions with respect to general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to KE Sdn’s business, all of which are difficult to predict and subject to change and many of which are beyond the Company and TTNP’s control. The projections are forward-looking statements that are inherently subject to significant uncertainties and contingencies, many of which are beyond the Company’s control. See “Risk Factors,” “The Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Cautionary Note Regarding Forward-Looking Statements.” As a result, there can be no assurance that the projected results will be realized or that actual results will not be significantly higher or lower than projected. Since the projections cover multiple years, such information by its nature becomes less reliable with each successive year. These financial projections are subjective in many respects and thus are subject to multiple interpretations and periodic revisions based on actual experience and business developments. You are encouraged to review the Company’s financial statements included in this proxy statement/prospectus as well as the section titled “Selected Historical Consolidated Financial and Data of the Company,” “Selected Unaudited Pro Forma Condensed Combined Financial Information,” and “The Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this proxy statement/prospectus.

Neither TTNP nor the Company’s independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information. Nonetheless, a summary of the projections is provided in this proxy statement/prospectus because they were made available to the TTNP Board in connection with their review of the proposed transaction.

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EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE FEDERAL SECURITIES LAWS, BY INCLUDING IN THIS PROXY STATEMENT/PROSPECTUS, A SUMMARY OF THE PROJECTIONS FOR THE COMPANY, NEITHER TTNP NOR THE COMPANY UNDERTAKES ANY OBLIGATIONS, AND EACH EXPRESSLY DISCLAIMS ANY RESPONSIBILITY TO UPDATE OR REVISE, OR PUBLICLY DISCLOSE ANY UPDATE OR REVISION TO, THESE PROJECTIONS TO REFLECT CIRCUMSTANCES OR EVENTS, INCLUDING UNANTICIPATED EVENTS, THAT MAY HAVE OCCURRED OR THAT MAY OCCUR AFTER THE PREPARATION OF THESE PROJECTIONS.

The key elements of the projections provided to and relied upon by the TTNP Board for purposes of its financial analyses and approval, are summarized in the tables in the following sections:

Certain Forecasted Financial Information

As a privately held company, KE Sdn does not, as a matter of course, make public projections as to future revenues, earnings, or other results. However, in connection with TTNP’s due diligence and consideration of the potential Business Combination with KE Sdn, KE Sdn’s management provided TTNP with revised internally prepared financial forecasts for the fiscal years, 2024, 2025 and 2026.

KE Sdn prepared the below projections (the “Projections”) and believes that the forecasts and assumptions described below were reasonable at the time that such Projections were prepared, given the information KE Sdn had at that time. The Projections were reviewed and considered by TTNP’s board members.

The Projections were prepared based on certain facts known and assumptions made by KE Sdn management with respect to general business, economic, market, regulatory and financial conditions and other factors, all of which are difficult to predict with any reliable degree of certainty, and many of which are beyond KE Sdn’s control. However, KE Sdn’s management and board judged that the assumptions underlying the Projections were reasonable, given their understanding of the business environment at the time, the plan to complete the Business Combination, and the demonstrated ability of KE Sdn’s management team. The assumptions and estimates underlying the Projections are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from the Projections, among other things, to risks and uncertainties set forth under “Risk Factors” and “Cautionary Notes Regarding Forward-Looking Statements” contained elsewhere in this proxy statement/prospectus.

Below are a summary of the Projections used in King Kee’s report and the assumptions on which they are based.

Description	2022A	2023A		2024E		2025E		2026E
	(thousands in USD)
Revenue	2,403	2,082		2,595		4,530		7,184
YOY%		-13.2	%	24.6	%	74.6	%	58.6	%
Maintenance Services	1,085	937		1,033		1,633		2,612
Implementation Services	950	700		904		1,582		2,549
SaaS Subscription Fee	116	227		428		770		1,300
Licensing	198	147		147		196		235
Other / Hardware Infrastructure	54	70		83		349		488

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According to M&M Research, the growth rate of Global Human Capital Management SaaS Market is expected to rise from the current US$21.02Bn to US$33.53Bn by 2029, a 6.9% increase during the forecast period. To align with this industry trend, the Company is transitioning its sales and marketing focus towards acquiring more SaaS subscriptions customers. Based on the Company Group’s experience in the last three years, 80% of new customer acquisitions are derived from SaaS subscription services. Meanwhile, with the Company’s high on-premise customer retention rates of 96% in 2022, 92% in 2023, and 95% in 2024, the Company intends to generate steady annual revenue through services other than SaaS subscriptions, especially with a planned expansion of the Company’s sales and delivery team from thirty-four personnel as of July 31 2024, to forty-six by July 31, 2025 and fifty-four by July 31, 2026, to meet anticipated demand from existing and future customers.

Projected revenues for 2025 and 2026 are expected to grow due to the following:

1. Hospitality Industry Expansion: Southeast Asia is leading the charge in the hospitality industry’s post-pandemic recovery, setting a strong growth trajectory for the region. 77% of hotels in the Asia-Pacific, particularly in Southeast Asia, are projecting higher occupancy levels for 2024. Malaysia’s hotel market revenue is expected to reach US$1.30 billion in 2024, with a forecasted compound annual growth rate of 3.98%, resulting in a projected market volume of US$1.58 billion by 2029. One of the leading hotel chains has been KE Sdn’s customer since 2018, and KE Sdn has been providing services to approximately 50% of the properties of this hotel chain in Malaysia. With the hospitality industry’s post-pandemic growth and KE Sdn’s network and experience serving the hospitality business, KE Sdn expects to begin service to the chain’s properties in Singapore, Indonesia, and Vietnam in 2025 and 2026.

2. Customer Demand Expansion: Based on customer feedback provided to KE Sdn’s sales team in Malaysia, 30% of KE Sdn’s on-premise customers plan to expand their infrastructure, upgrade software, and increase service consumption over the next year. With the demand increasing from their on-premise customers, KE Sdn is expecting the revenue generated from licensing services and maintenance services to increase by 65% and 43% for the fiscal years 2025 and 2026, respectively. Around 35% of on-premises customers are transitioning to hybrid solutions, combining on-premise and SaaS offerings. With more customers adapting hybrid solutions, the demand for SaaS subscription and implementation services should increase accordingly. KE Sdn is expecting revenue generated from customers’ adopting the Company’s hybrid solutions to increase for 52% and 75% for the fiscal years 2025 and 2026, respectively.

3. New Customers Acquisition: Industry analysis by Statista indicates that revenue in the SaaS market in Malaysia is expected to show compounded annual growth rate (CAGR 2024-2029) of 21.73%, resulting in market volume of US$1.39 billion by 2029. Management expects the estimated growth will bring opportunities for KE Sdn to strengthen its market presence and expand its customer base in Malaysia. To leverage this potential, KE Sdn plans to increase domestic and international selling and marketing activities to expand awareness of the Company’s brand and service offerings, especially the SaaS subscription services, which the Company expects will result in incremental data consumption from software usage and increases in adjacent services. The revenue generated from SaaS subscription services are driven from application modules subscribed. Increased data consumption would lead to additional charges on the SaaS modules, which would directly increase their revenue.

4. Expansion into Hardware Infrastructure: KE Sdn is expanding its offerings to include hardware infrastructure that complements the Company’s software solutions, for example Facial Recognition (“FR”) access and attendance systems and closed circuit television (“CCTV”). These systems are chosen for advanced artificial intelligence (“AI”) capabilities, which allow for proactive monitoring of the work environment. The Company’s complete solutions for customers include selection of the devices, installation, commissioning and on-going maintenance of devices. The FR devices are used to identify each employee, using facial recognition technology. KE Sdn provides software integration services to link these devices with the customer’s HCM software, ensuring a streamlined and efficient HR management process, when the devices are used to track and compute the attendance and work hours of the employees. As of LPD, the Company Group secured a major multinational client in Malaysia. With the growing adaption of AI technology, the Company anticipates increasing demand from customers who need hardware infrastructure and software integration services.

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In connection with its consideration of the Merger Agreement, the TTNP Board and Special Committee engaged King Kee to provide TTNP Board and Special Committee with an opinion as to the financial fairness to TTNP’s unaffiliated stockholders of the consideration to be paid pursuant to the Business Combination. Such engagement was entered into pursuant to the terms of an initial engagement letter dated June 3, 2024.

Opinion of Advisory Firm

King Kee rendered an opinion to TTNP’s Board and Special Committee, and subsequently confirmed in writing by delivery of King Kee’s written opinion addressed to the TTNP Board, dated August 16, 2024  , based upon and subject to suppositions, limitations, qualifications and other matters considered with relation to the preparation of the opinion, to the effect that the consideration to be issued to the shareholders of KE Sdn in the proposed Business Combination is fair, from the financial standpoint to the unaffiliated stockholders of TTNP.

King Kee understands that TTNP has entered into a Merger Agreement with PubCo, TTNP, Merger Sub, and KE Sdn, whereby PubCo proposes to acquire 100% of the outstanding equity of each of TTNP and KE Sdn, with the total value of consideration to KE Shareholders of USD27 million. King Kee conducted an independent investigation and analysis to express an independent opinion on the market value of 100% of KE Sdn’s enterprise value as of April 30, 2024 (“Valuation Date”). The Fairness Opinion was dated August 16, 2024 (“Date of Opinion”).

The Fairness Opinion was directed to TTNP’s Board and Special Committee addressing only the financial fairness to TTNP’s unaffiliated stockholders of the consideration issuable to KE Sdn shareholders pursuant to the Share Exchange Agreement (“Exchange Consideration”) in connection with the Merger Agreement. The opinion did not address any other terms, aspects or implications of the Business Combination, or any agreements, arrangements or understandings entered into in connection with the Business Combination. The summary of the Fairness Opinion in this proxy statement/prospectus is qualified in its entirety by reference to the full text of King Kee’s written opinion, which is attached as Annex E to this proxy statement/prospectus and describes the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by King Kee in connection with the preparation of its opinion.

King Kee’s statements do not constitute, advice or a recommendation to the TTNP Board, KE Sdn or any security holder as to how to act or vote on any matter relating to the TTNP Merger or otherwise.

King Kee’s opinion was based on financial, economic, market and other conditions as in effect on, and the information made available to King Kee, as of the Date of Opinion. Such information is included and assumed in the Projections. King Kee’s opinion does not take into account changes in circumstances or information coming to its attention after the date of its opinion and, therefore, does not take into account any updates made in relation to the Projections. King Kee did not undertake, and is under no obligation, to update, revise, reaffirm or withdraw its opinion.

In connection with rendering its opinion, King Kee has reviewed and relied upon, among other things, the following:

1.- Certain files submitted by KE Sdn, including technical reports relating to KE Sdn, resource properties, annual reports, material change reports, management information and interim financial statements;

2.- The financial terms, to the extent they are publicly available, of certain transactions of a nature comparable to the proposed Business Combination that King Kee considered to be relevant;

3. Certain public filings and other publicly available information of companies comparable in nature to the Company that King Kee considered to be relevant;

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4.- Discussions with members of KE Sdn management where the proposed Business Combination, the financial condition of KE Sdn, and certain other matters King Kee believed necessary or appropriate for the purpose of rendering the opinion were discussed;

5. The Merger Agreement and the Share Exchange Agreement;

6. Such other information, analyses, investigations and discussions as King Kee considered necessary or appropriate in the circumstances.

Sources of Information

King Kee’s analysis is based on data and information furnished by KE Sdn management, which includes, but not limited to, the following:

1.- Financial reports of the Company as of and for the years ended 31 July 2022 and 2023, and six and nine months ended 31 January 2024, and 30 April 2024, respectively;

2.- Certain forward-looking information related to the Company, including the Projections, prepared by the Company’s management; and

3.- Other operational and market information in relation to the Company’s business.

King Kee also discussed and examined other operational and business information through interviews with relevant senior management. King Kee relied significantly on this information to form its opinion of value. It assumed that the data obtained during the valuation, along with the opinions and representations provided by the Company, were true and accurate.

King Kee also conducted research using various sources including government statistics and other publications to verify the reasonableness and fairness of information provided, and King Kee believed that the information is reasonable and reliable.

In preparing its opinion, King Kee relied upon and assumed the accuracy and completeness of all financial and accounting as well as other relevant information King Kee reviewed, and King Kee has not assumed any responsibility for the independent verification of, nor independently verified, any of such information. With respect to the Projections and other financial information provided to King Kee, King Kee assumed that they were reasonably prepared in good faith on a basis reflecting the best currently available estimates and judgments of the applicable parties who prepared them. King Kee used the Projections in performing its analyses and in arriving at its opinion. King Kee assumed no responsibility for and expressed no opinion on the assumptions, estimates, and judgments on which such forecasts, including the Projections, interim financial statements, pro forma financial statements and other financial information were based. In addition, King Kee was not requested to make, and did not make, an independent evaluation or appraisal of the assets or liabilities (contingent, derivative, off-balance sheet or otherwise) of KE Sdn or its subsidiary, nor was King Kee furnished with any such evaluations or appraisals. With regard to the information provided to King Kee by KE Sdn, King Kee relied upon the assurances of TTNP that it was unaware of any facts or circumstances that would make such information materially incomplete or misleading. King Kee also assumed that there has been no material change in assets, liabilities, business, condition (financial or otherwise), results of operations or prospects of KE Sdn since the date of the most recent financial information was made available to King Kee. King Kee also assumed that in the course of obtaining any necessary regulatory and third-party consents, approvals and agreements for the Business Combination, no modification, delay, limitation, restriction or condition would be imposed that would have an adverse effect on KE Sdn, TTNP or the Business Combination.

King Kee relied upon the assumption that the Business Combination would be consummated in a manner that complies in all respects with all applicable U.S. federal and state and Malaysian or other applicable statutes, rules and regulations. King Kee’s opinion was necessarily based on financial, economic, market and other conditions as they existed on the Valuation Date and the information made available to King Kee. Although subsequent developments may affect King Kee’s opinion, King Kee has no obligation to update, revise or reaffirm its opinion.

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King Kee’s opinion only addressed the fairness to TTNP’s unaffiliated stockholders, from a financial point of view, of the Exchange Consideration in connection with the Merger Agreement and did not address any other terms, aspects or implications of the Business Combination, or any other agreements, arrangements or understandings entered into in connection with the Business Combination or otherwise. In addition, King Kee’s opinion did not address the relative merits of the Business Combination as compared to other transaction structures, transactions or business strategies that may have been available to TTNP or the TTNP Board or Special Committee of TTNP, nor did it address or constitute a recommendation regarding the decision of the TTNP Board or Special Committee of TTNP to unanimously recommend the Business Combination, or the decision of the TTNP Board or Special Committee of TTNP to authorize the execution of the Merger Agreement or engage in the Business Combination. King Kee’s opinion did not constitute advice or recommendation to the TTNP Board or Special Committee of TTNP, KE Sdn or any security holder as to how it should act or vote on any matter relating to the Business Combination or otherwise. King Kee expressed no opinion as to what the market price or indicative value of KE Sdn’s or TTNP’s stock would be after the announcement of the Business Combination. King Kee also expressed no opinion about the amount or nature of any compensation or equity arrangement to be given to KE Sdn’s officers, director or employees, or class of such persons in connection with the Business Combination relative to the Exchange Consideration or otherwise.

Set forth below is a summary of financial analyses reviewed by King Kee with the TTNP Board as of the Date of Opinion in connection with rendering its opinion. The following summary, however, does not purport to be a complete description of the analyses performed by King Kee. The order of the analyses described, and the results of these analyses, do not represent relative importance or weight given to these analyses by King Kee. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on or before the Date of Opinion and is not necessarily indicative of the current market conditions.

The following summary of King Kee’s financial analyses includes information presented in tabular format. Several financial analyses were employed, and no one method of analysis should be regarded as critical to the overall conclusion reached. This summary is qualified in its entirety by reference to the full text of King Kee’s written opinion, which is attached as Annex E to this proxy statement/prospectus. While this summary describes certain of the analyses and factors that King Kee deemed material in its presentation to the Special Committee of TTNP, it is not a comprehensive description of all analyses and factors considered by King Kee. The preparation of a fairness opinion is a complex process that involves various determinations as to appropriate and relevant methods of financial analysis and the application of these methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular techniques. Each of the analyses conducted was carried out to provide a particular perspective of the Exchange Consideration. In order to fully understand the analyses, the tables must be read together with the full text of each summary. The tables are not intended to stand alone and do not constitute complete analyses. Considering the tables below without considering the full narrative description of King Kee’s financial analyses, including the methodologies and assumptions underlying such analyses, could create a misleading or incomplete view of such analyses. King Kee did not form a conclusion as to whether any individual analysis, when considered in isolation, supported or failed to support its opinion as to the fairness, from a financial point of view, to TTNP unaffiliated stockholders of the Exchange Consideration in connection with the Business Combination. In arriving at its opinion, King Kee did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, King Kee believes that its analyses must be considered as a whole and that selecting portions of its analyses and of the factors considered by it in rendering its opinion without considering all analyses and factors could create a misleading or incomplete view of the evaluation process underlying the opinion. The conclusion reached by King Kee was based on all analyses and factors taken as a whole, and also on the application of King Kee’s own experience and judgment.

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Market Approach

The market approach involves comparing KE Sdn to similar companies that are actively traded in secondary market, using those transaction prices as benchmarks. This approach provides a market-based perspective on the company’s value, reflecting how similar assets are valued in the open market.

Cost Approach

The cost approach evaluates the value by considering the cost to reproduce or replace assets in new condition, using current market prices for similar assets. It accounts for depreciation or obsolescence due to physical, functional, or economic factors. This approach is most reliable for valuing assets without a known secondary market, though it doesn’t directly reflect the economic benefits provided by the asset.

Income Approach

The income approach converts expected periodic benefits of ownership into an indication of value. It is based on the principle that an informed buyer would pay no more for the project than the present worth of anticipated future benefits (income) from a similar project with a similar risk profile. This approach allows for the prospective valuation of future profits, supported by empirical and theoretical justifications for the present value of expected future cash flows. However, it relies on numerous assumptions over a long-time horizon, and the results can be sensitive to certain inputs, presenting only a single scenario.

In King Kee’s opinion, the cost approach is inappropriate for valuing the 100% enterprise value of KE Sdn. The cost approach does not directly incorporate information about the economic benefits contributed by the enterprise value of KE Sdn. King Kee therefore relied on the income approach in determining its opinion of value and confirming it using the market approach.

The application of an income approach technique is known as the discounted cash flow method to develop the future value of the business into a present market value. This method eliminates the discrepancy in time value of money by using a discount rate to reflect business risks, including intrinsic and extrinsic uncertainties in relation to the business. The market approach considers prices recently paid for similar assets, with adjustments made to market prices to reflect the condition and utility of the appraised assets relative to the market comparative. Assets for which there is an established secondary market may be valued by this approach. Benefits of using this approach include its simplicity, clarity, speed and the need for few or no assumptions. It also introduces objectivity in application as publicly available inputs are used.

To determine the required return on an investment of this type, King Kee utilized the capital assets price model, or CAPM. CAPM is widely accepted in the investment and financial analysis communities for the purpose of estimating a company’s required return on equity capital. In calculating the required return on equity, King Kee used the following metrics as of April 30, 2024: (i) an unlevered beta of 0.96, (ii) a debt-to-equity ratio of 15.6%, (iii) a tax rate of 24.0%, (iv) a levered beta of 1.07, (v) a risk-free rate of 4.3%, (vi) an equity risk premium of 6.4%, and (vii) a size premium of 3.0%. Using the foregoing metrics, King Kee determined that the cost of equity for the KE Sdn Shares was 14.0%, and that the weighted average cost of capital was 12.7%.

Following the calculation of the weighted average cost of capital, King Kee then determined the terminal value of KE Sdn, assuming that KE Sdn will grow at a fixed long-term growth rate beyond the terminal year as it reaches its optimal operating structure. By applying a terminal multiple on the projected cash flows at the terminal year, King Kee derived the value of KE Sdn beyond the projection period. The terminal multiple was derived using the Gordon Growth Model.

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For purposes of its analyses, King Kee also reviewed a number of financial metrics including revenue, operating expenses, income taxes, capital expenditures (known as CAPEX), and working capital of KE Sdn.

Revenue (in USD thousands):

Based on discussions with management, revenue for the explicit forecast horizon is projected as below.

	FY24 Projection (1)			FY25 Projection			FY26 Projection
Revenue		2,594			4,530			7,184
Growth Rate		24.60	%		74.60	%		58.60	%

Cost of Goods Sold (“COGS”) & Operating Expenses (in USD thousands):

Based on discussions with management, COGS and operating expenses for the explicit forecast horizon are projected as below.

	FY24 Projection (1)			FY25 Projection			FY26 Projection
COGS & Expense		2,285			3,894			6,212
% of revenue		88.06	%		85.96	%		86.47	%

Income Taxes (in USD thousands):

Based on discussions with management, income taxes are projected as below, with considering of the accumulated loss tax deduction. Company’s effective tax rate is 24% according to tax regulation.

	FY24 Projection (1)		FY25 Projection		FY26 Projection
Income Tax		-		-		233

Capital Expenditures (“CAPEX”) and Depreciation and Amortization Expense (“D&A) (in USD thousands):

Based on discussions with management, Capex and D&A are projected as below. The Company’s main fixed assets are office equipment and electronic equipment. King Kee assumes the Capex will be same as D&A in the terminal year, as Capex and D&A should not have any impact on Company’s cash flow when the Company operates stably.

	FY24 Projection (1)		FY25 Projection		FY26 Projection
Capex		9		150		165
D&A		9		147		162

Working Capital (in USD thousands)

	FY24 Projection (1)			FY25 Projection			FY26 Projection
Net Working Capital		(387	)		(646	)		(976	)
% of revenue		-15	%		-14	%		-14	%

(1) Represents projected values for the 3-month period ending July 31, 2024 (covering the last quarter of FY2024).

Selected Public Companies Analysis

In applying the market approach, King Kee analyzed financial data from guideline public companies (GPCs) with publicly traded equity securities. These companies were selected based on King Kee ‘s professional judgment and experience, considering their operations similar in certain respects to those of KE Sdn.

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The tables below set out the selection of companies The selection includes companies that:

● Are primarily engaged in the human capital management solutions industry; and

● Are listed on major international stock exchanges and searchable in the Capital IQ database.

Comparable Company	Country	Principal Activities
Manforce Group Berhad	Malaysia	Provides workforce solutions and services
My E.G. Services Berhad	Malaysia	Provides digital services
Ramssol Group Berhad	Malaysia	Provides HCM solutions
HRnet Group Limited	Singapore	Provides professional recruitment services
Asure Software, Inc.	United States	Provides cloud-based HCM software and services
Automatic Data Processing Inc.	United States	Provides outsourcing solutions in cloud-based HCM
BGSF, Inc.	United States	Provides cloud-based HCM solutions
ManpowerGroup Inc.	United States	Provides workforce solutions and services
Paychex, Inc.	United States	Provides HCM solutions
Fullcast Holdings Co., Ltd.	Japan	Provides Human Resources Solutions

The table below listed details of the comparable companies which are considered as fair and representative samples:

Comparable Company	Market Capitalization (in USD Million)	Total Equity Value/Sales
Manforce Group Berhad	16.11	n/a
My E.G. Services Berhad	1,462.71	7.4x
Ramssol Group Berhad	30.10	2.1x
HRnet Group Limited	514.93	1.1x
Asure Software, Inc.	190.39	1.5x
Automatic Data Processing Inc	99,366.13	4.8x
BGSF, Inc.	93.66	n/a
ManpowerGroup Inc.	3,650.31	0.2x
Paychex, Inc.	42,767.24	7.5x
Fullcast Holdings Co., Ltd.	399.94	0.7x

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Relative Value Analysis

Based upon a comparison of the implied equity value for TTNP and the range of implied equity values for KE Sdn, calculated pursuant to the analysis described above, King Kee calculated ranges of implied exchange ratios for the Proposed Transaction, excluding, in each case, transaction expenses and the impact of any synergies that may be realized as a result of the Business Combination. With respect to any given range of exchange ratios, the denominator is TTNP’s 30-day volume-weighted average share price (“VWAP”) as at the Date of Opinion, and the numerator is KE Sdn’s per share price based on implied equity values of KE Sdn, calculated pursuant to the analysis described above and its outstanding shares prior to the Proposed Transaction.

	Implied exchange ratio
Low-end	8.21x
Mid-point	8.52x
High-end	8.84x

The total consideration payable to TTNP stockholders is approximately $4.99 million based on the 30-day VWAP determined per above.

Summary of Analysis

Based on the factors considered relevant, King Kee believes that the Exchange Consideration is fair, from a financial perspective, to the unaffiliated stockholders of TTNP’s as of August 16, 2024. King Kee has determined that the market value of the KE Sdn shares ranged from $26,000 to $28,000 as of the Valuation Date.

Miscellaneous

King Kee is an internationally recognized independent valuation consulting firm that is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions and valuations for corporate and other purposes. TTNP selected King Kee to provide a fairness opinion on the basis of King Kee’s reputation, its independence (neither King Kee nor any of its affiliates had provided any services or advice with respect to the funding or management of the Company or the negotiation, structuring, or funding of the Business Combination), its experience in the preparation of delivery of fairness opinions in connection with merger and acquisition transactions of other companies and a non-contingent, fixed fee structure that was appropriate for a company of the Company’s size and for the size of the Business Combination. The fixed fee structure consisted of an aggregate payment of $30,000 (VAT included) for King Kee’s services, 50% of which was due upon appointment, 30% of which was due upon conclusion of the draft opinion, and 20% of which was due upon submission of the final fairness opinion.

King Kee is not entitled to any contingent fee upon the closing of the Business Combination. King Kee ‘s only role has been to provide the fairness opinion mentioned earlier. They have not provided any other services TTNP, KE Sdn or any related parties. Over the past two years, there have been no material relationships between King Kee (or its affiliates) and TTNP, KE Sdn or their affiliates. Additionally, no future relationships unrelated to the Business Combination are planned. King Kee ‘s analysis rests on several key assumptions that current management and operational strategies will continue without significant changes; no major shifts will occur in political, legal, or economic conditions; and the financial projections provided by KE Sdn management are accurate. The Opinion is not a recommendation to TTNP or its stockholders with respect to whether or not to proceed to carry out the Business Combination or to the form or terms and conditions of the Business Combination.

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Risk Factors

Readers should be aware of the following risks which are believed could influence the assessment. Such risks can range from very subject specific factors to more systematic factors.

Social, Political and Macroeconomic Considerations

Various economic, political and social phenomena surrounding the subject items may change so as to affect King Kee’s opinion of value. International or nationwide policy and / or legislative changes that alter existing rights and obligations may directly or indirectly influence the subject items. Macroeconomic circumstances including inflation, interest rate fluctuations and existing and forecast levels of growth in the broader economy may also have an effect. Societal factors encompassing the perception and preferences of people in general may swing rendering the subject items more or less desirable and thus more or less valuable.

Environmental Conditions

Phenomena within the physical environment can severely impact the factors of production and demand factors within an economy for the counterparty. The occurrence of natural disasters, resource depletion and variations in climate conditions may influence resource availability and prices for inputs on the supply side or may influence market access and preferences for products and services associated to the counterparty from end-user demand.

Realization of forecast and projection

This valuation is premised in part on the historical financial information and projections provided by the management of the Company. King Kee has assumed accuracy of the information provided and relied to a considerable extent on such information in arriving at King Kee’s opinion of value. Although appropriate tests and analyses have been carried out to verify the reasonableness and fairness of the information provided, events and circumstances frequently do not occur as expected. Since projections relate to the future, there will usually be differences between projections and actual results and in some cases, those variances may be material. Accordingly, to the extent any of the abovementioned information requires adjustment; the resulting investment value may differ.

Interests of TTNP’s Directors and Officers in the Business Combination

The Chief Executive Officer of TTNP has a financial interest in the Business Combination that are different from or in addition to (and which may conflict with) the interests of TTNP Stockholders. These interests include, among other things:

● Mr. Seow, Chairman of the TTNP Board and Chief Executive Officer of TTNP, is the holder of 47.4% of the outstanding shares of the Company. In addition, Mr. Seow is the sole shareholder of Sire, which is the holder of 150,087 shares of TTNP Common Stock issued upon conversion of TTNP Series AA Preferred Stock. By virtue of the TTNP Merger, Sire’s remaining TTNP Series AA Preferred Stock will be exchanged for the right to receive 869,226 PubCo Ordinary Shares, in addition to the PubCo Ordinary Shares that Sire will have the right to receive in exchange for its TTNP Common Stock. It is expected that Mr. Seow will own, beneficially, 48.9% of the outstanding shares of the combined company following the TTNP Merger.

● the fact that TTNP’s existing officers and directors will be eligible for continued indemnification and continued coverage under a directors’ and officers’ liability insurance policy after the Business Combination and pursuant to the Merger Agreement.

● Mr. Seow, TTNP’s Chairman of the Board and Chief Executive Officer, will join PubCo Board upon completion of the Business Combination. In addition, Brynner Chiam, Avraham Ben-Tzvi, Firdauz Edmin Bin Mokhtar and Francisco Osvaldo Flores García will continue to serve on the Board of PubCo, and Brynner Chiam will be appointed Chief Financial Officer.

The existence of the interests described above may result in a conflict of interest on the part of TTNP’s officers and directors in entering into the Merger Agreement and making their recommendation that you vote in favor of the approval of the Business Combination.

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Anticipated Accounting Treatment of the Business Combination

The Business Combination is expected to be accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, the Company will be considered the “acquiring” company for financial reporting purposes. This determination was primarily based on the holders of the Company expecting to have a majority of the voting power of PubCo, the Company’s senior management comprising all of the senior management of PubCo, the relative size of the Company compared to TTNP, and the Company’s operations comprising the ongoing operations of PubCo. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of the Company issuing stock for the net assets of TTNP, accompanied by a recapitalization. The net assets of TTNP will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of the Company. PubCo has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

● Company shareholders will have a relative majority of the voting power of PubCo;

● Company shareholders will have the ability to nominate the majority of the PubCo Board;

● Company senior management will comprise the senior management roles of PubCo and be responsible for the day-to-day operations of PubCo;

● the relative size of the Company is significantly larger compared to TTNP; and

● the intended strategy and operations of PubCo will continue the Company’s current strategy and operations.

Material U.S. Federal Income Tax Considerations to the Business Combination

For a discussion summarizing certain U.S. federal income tax considerations in connection with the Business Combination, please see section titled “Material U.S. Federal Income Tax Considerations of the Business Combination” of this proxy statement/prospectus.

Regulatory Approvals

The Business Combination is not subject to any regulatory requirement or approval, except for (i) filings with the State of Delaware and the Registrar of Companies of the Cayman Islands, and (ii) filings required with the SEC pursuant to the reporting requirements applicable to TTNP, and the requirements of the Securities Act and the Exchange Act to disseminate this proxy statement to TTNP Stockholders.

Vote Required for Approval of the Business Combination Proposal

The Business Combination Proposal (and consequently, the Merger Agreement and the Transactions contemplated thereby) will be approved and adopted only if the holders of at least a majority of the outstanding shares of TTNP Common Stock vote “FOR” the Business Combination Proposal at the Special Meeting. To approve the Business Combination, [378,761], or approximately [41.58]%, of the [910,921] TTNP Public Shares, must be voted in favor of the Business Combination approve it. Failure to vote by proxy or to vote via the virtual meeting platform at the Special Meeting or an abstention from voting will have the same effect as a vote “AGAINST” the Business Combination Proposal.

Recommendation of the TTNP Board

THE TTNP BOARD RECOMMENDS THAT TTNP STOCKHOLDERS VOTE “FOR” THE BUSINESS COMBINATION PROPOSAL.

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THE NASDAQ PROPOSAL

Overview

We are proposing the Nasdaq Proposal in order to comply with Nasdaq Listing Rules 5635(a), (b), and (d). Under Nasdaq Listing Rule 5635(a), shareholder approval is required prior to the issuance of securities in connection with the acquisition of another company if such securities are not issued in a public offering and (A) have, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of PubCo Ordinary Shares (or securities convertible into or exercisable for PubCo Ordinary Shares); or (B) the PubCo Ordinary Shares to be issued is or will be equal to or in excess of 20% of the number of PubCo Ordinary Shares outstanding before the issuance of the shares or securities. Under Nasdaq Listing Rule 5635(b), shareholder approval is required prior to the issuance of securities when the issuance or potential issuance will result in a change of control. Under Nasdaq Listing Rule 5635(d), shareholder approval is required for a transaction other than a public offering involving the sale, issuance or potential issuance by an issuer of PubCo Ordinary Shares (or securities convertible into or exercisable for PubCo Ordinary Shares) at a price that is less than the lower of (i) the closing price immediately preceding the signing of the binding agreement or (ii) the average closing price of the PubCo Ordinary Shares for the five trading days immediately preceding the signing of the binding agreement, if the number of PubCo Ordinary Shares (or securities convertible into or exercisable for PubCo Ordinary Shares) to be issued equals to 20% or more of the PubCo Ordinary Shares, or 20% or more of the voting power, outstanding before the issuance.

Reasons for the Nasdaq Proposal

In consideration of the Business Combination, PubCo will issue 4,943,920 PubCo Ordinary Shares to the shareholders of the Company. See “Proposal No. 1 — The Business Combination Proposal — The Merger Agreement.” Because the number of PubCo Ordinary Shares anticipated to be issued as consideration in the Business Combination (1) will constitute more than 20% of PubCo Ordinary Shares outstanding and more than 20% of outstanding voting power prior to such issuance, and (2) will result in a change of control of TTNP, TTNP is required to obtain shareholder approval of such issuance pursuant to Nasdaq Listing Rules 5635(a) and (b).

Effect of Proposal on Current Shareholders

If the Nasdaq Proposal is adopted, up to an aggregate of 6,877,467 PubCo Ordinary Shares may be issued in connection with the Business Combination.

The issuance of the PubCo Ordinary Shares described above would result in significant dilution to TTNP shareholders, and result in TTNP shareholders having a smaller percentage interest in the voting power, liquidation value and aggregate book value of the combined company.

Vote Required for Approval

The Nasdaq Proposal will be approved and adopted only if holders of at least a majority of the issued and outstanding shares present in person, by virtual attendance or represented by proxy and entitled to vote and voted at the Special Meeting vote “FOR” the Nasdaq Proposal.

The Nasdaq Proposal is conditioned on the approval of the Business Combination Proposal. If the Business Combination Proposal is not approved, the Nasdaq Proposal will have no effect even if approved by TTNP shareholders. Because shareholder approval of the Nasdaq Proposal is a condition to completion of the Business Combination under the Merger Agreement, if the Nasdaq Proposal is not approved by TTNP shareholders, the Business Combination will not occur.

TTNP Board Recommendation

The TTNP Board recommends a vote “FOR” adoption of the Nasdaq Proposal.

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THE ADJOURNMENT PROPOSAL

Overview

The Adjournment Proposal, if adopted, will allow the TTNP Board to adjourn the Special Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented to TTNP Stockholders in the event that based upon the tabulated vote at the time of the Special Meeting there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal. In no event will the TTNP Board adjourn the Special Meeting or consummate the Business Combination beyond the date by which it may properly do so under the TTNP Charter and the DGCL.

Consequences if the Adjournment Proposal is Not Approved

If the Adjournment Proposal is not approved by TTNP Stockholders, the TTNP Board may not be able to adjourn the Special Meeting to a later date in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal.

Vote Required for Approval of the Adjournment Proposal

The approval of the Adjournment Proposal requires the affirmative vote of the votes cast by the stockholders present via the virtual meeting platform or represented by proxy and entitled to vote thereon at the Special Meeting. Abstentions will have no effect on the Adjournment Proposal. Broker non-votes will have no effect with respect to the approval of the Adjournment Proposal. The Business Combination Proposal and the Nasdaq Proposal are not conditioned upon the approval of the Adjournment Proposal. The Adjournment Proposal is not conditioned upon the approval of any other Proposal.

Recommendation of the TTNP Board

THE TTNP BOARD RECOMMENDS THAT TTNP STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL.

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INFORMATION ABOUT TTNP

General  

TTNP was incorporated as a Delaware corporation in 1992. Prior to the sale of assets that occurred in September 2023 (as described below), TTNP focused on developing therapeutics utilizing the proprietary long-term drug delivery platform, ProNeura®, for the treatment of select chronic diseases for which steady state delivery of a drug has the potential to provide an efficacy and/or safety benefit. ProNeura consists of a small, solid implant made from a mixture of ethylene-vinyl acetate (“EVA”) and a drug substance. The resulting product is a solid matrix that is designed to be administered sub-dermally in a brief, outpatient procedure and is removed in a similar manner at the end of the treatment period.

TTNP’s first product based on the ProNeura technology was Probuphine® (buprenorphine implant), which is approved in the United States, Canada and the European Union (“EU”) for the maintenance treatment of opioid use disorder in clinically stable patients taking 8 mg or less a day of oral buprenorphine. While Probuphine continues to be commercialized in the EU (as Sixmo™) by another company that had acquired the rights from TTNP, TTNP discontinued commercialization of the product in the United States during the fourth quarter of 2020 and subsequently sold the product in September 2023.

In December 2021, TTNP announced its intention to work with a financial advisor to explore strategic alternatives to enhance stockholder value, potentially including an acquisition, merger, reverse merger, other business combination, sales of assets, licensing or other transaction. In June 2022, TTNP implemented a plan to reduce expenses and conserve capital that included a company-wide reduction in salaries and a scale back of certain operating expenses to enable TTNP to maintain sufficient resources as it pursued potential strategic alternatives. In July 2022, David Lazar and Activist Investing LLC (collectively, “Activist”) acquired an approximately 25% ownership interest in TTNP, filed a proxy statement and nominated six additional directors, each of whom was elected to the TTNP Board at the 2022 Special Meeting. The exploration and evaluation of possible strategic alternatives by the TTNP Board continued following the 2022 Special Meeting. Following the election of the new directors at the Special Meeting, Dr. Marc Rubin was replaced as TTNP’s Executive Chairman, and David Lazar assumed the role of Chief Executive Officer. In connection with the termination of his employment as Executive Chairman, Dr. Rubin received aggregate severance payments of approximately $0.4 million. In December 2022, TTNP implemented additional cost reduction measures including a reduction in its workforce. In June 2023, David Lazar sold his approximately 25% ownership interest in TTNP to Choong Choon Hau, an outside investor. Mr. Lazar remained TTNP’s Chief Executive Officer.

On September 1, 2023, (the “ProNeura Closing Date”), TTNP closed on the sale of certain ProNeura assets including its portfolio of drug addiction products and other early development programs based on the ProNeura drug delivery technology (collectively, the “ProNeura Assets”). In July 2023, TTNP entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Fedson, Inc., a Delaware corporation (“Fedson”) for the sale of the ProNeura Assets. TTNP’s addiction portfolio consisted of the Probuphine and Nalmefene implant programs. The ProNeura Assets constituted only a portion of TTNP’s assets. In August 2023, TTNP entered into an Amendment and Extension Agreement (the “Amendment”) to the Asset Purchase Agreement, pursuant to which Fedson agreed to purchase the ProNeura Assets for a purchase price of $2.0 million, consisting of (i) $500,000 in readily available funds, paid in full on the ProNeura Closing Date, (ii) $500,000 in the form of a promissory note due and payable on October 1, 2023 (the “Cash Note”) and (iii) $1,000,000 in the form of a promissory note due and payable on January 1, 2024 (the “Escrow Note”). TTNP will also be eligible to receive potential milestone payments of up to $50 million on future net sales of the products and certain royalties on future net sales of the products. As further consideration, Fedson assumed all liabilities related to a pending employment claim against TTNP. On the ProNeura Closing Date, Fedson delivered a written guaranty by a principal of Fedson of Fedson’s obligations under both the Cash Note and Escrow Note. The Cash Note included provisions, which Fedson has exercised, allowing Fedson to extend the payment of the Cash Note to November 1, 2023 and again to December 1, 2023 upon payment of $5,000 for each extension. The Cash Note and Escrow Note were paid in December 2023 and January 2024, respectively. TTNP received the funds from the escrow account in February 2024.

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On September 13, 2023, TTNP entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Sire, pursuant to which TTNP issued 950,000 shares of TTNP Series AA Preferred Stockto Sire at a price of $10.00 per share, for an aggregate purchase price of $9,500,000. The purchase price consists of (i) $5 million in cash at closing and (ii) $4.5 million in the form of a promissory note from Sire, personally guaranteed by a principal of Sire, due and payable on September 23, 2023, subject to two 10-day extensions which include additional payments of $50,000 for each extension. The terms, rights, obligations and preferences of the Series AA Preferred Stock are set forth in a Certificate of Designations, Preferences and Rights of Series AA Preferred Stock of TTNP (the “Certificate of Designations”), filed with the Secretary of State of the State of Delaware on September 13, 2023. Pursuant to the Purchase Agreement, David Lazar and Peter Chasey submitted their resignations from the TTNP Board. On October 12, 2023, the TTNP Board elected Brynner Chiam and Seow Gim Shen to the TTNP Board, and Seow Gim Shen as Chairman. Following the election of Messrs. Chiam and Seow to the TTNP Board, TTNP continued to extensively evaluate potential strategic partners.

On April 2, 2024, Eric Greenberg, Matthew C. McMurdo and David Natan resigned from the TTNP Board, and each of David Lazar as Chief Executive Officer and Katherine Beebe DeVarney as President and Chief Operating Officer, resigned from TTNP. Mr. Seow Gim Shen was appointed Chief Executive Officer and Principal Financial Officer and continues to serve as TTNP’s Chairman of the Board. Following the reconstitution of the TTNP Board, the TTNP Board formed a Special Committee for purposes of evaluating and recommending TTNP’s entry into the proposed merger transaction with KE Sdn, culminating with TTNP’s entry into the Merger Agreement on August 19, 2024.

Facilities

TTNP was incorporated under the laws of the State of Delaware in February 1992. TTNP’s address is 10 East 53rd St, Suite 3001, New York, NY 100222-5064. TTNP’s telephone number is (786) 769-7512.

Employees

As of August 31, 2024, TTNP had four full-time employees.

Competition

If TTNP succeeds in effecting the Business Combination, in all likelihood, PubCo will face significant competition from the Company’s competitors. TTNP cannot assure you that, subsequent to the Business Combination, PubCo will have the resources or ability to compete effectively. Information regarding the competition the Company is facing is set forth in the sections titled “Information Related to the Company.”

Legal Proceedings

There is no material litigation, arbitration or governmental proceeding currently pending or to TTNP’s knowledge, threatened against TTNP or any members of TTNP management team in their capacity as such.

DIRECTORS AND OFFICERS OF TTNP

Officers and Directors

Set forth below are the name, age and position and a brief account of the business experience of each of TTNP’s executive officers and directors:

Name	Age	Office	Director Since
Dato’ Seow Gim Shen	41	Chairman of the Board and Chief Executive Officer	October 2023
Avraham Ben-Tzvi, Adv. (1)(2) (3)	53	Director	August 2022
Brynner Chiam (1)(2)	46	Director	October 2023
Francisco Osvaldo Flores García (1*)(2*)(3)	57	Director	April 2024
Firdauz Edmin Bin Mokhtar (1)(2)(3*)	34	Director	April 2024

(1) Member of the audit committee

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(2)	Member of the compensation committee
(3)	Member of the nominating and governance committee
(*)	Chairperson of that Committee

Dato’ Seow Gim Shen has served as the Chief Executive Officer of TTNP since April 2024 and as Chairman of the TTNP Board since October 2023. Mr. Seow has over 15 years of experience in the IT development industry, with a focus on managing, leading and directing IT and software development projects from inception to execution. Mr. Seow serves as the Chairman of Prima Niaga Group, a privately held technology company focused on the distribution of electronic gadgets to Malaysian chain stores, since 2011. Mr. Seow currently serves as a director of several privately held companies in the IT development industry. He also serves as the Chairman of Zchwantech, a privately held IT services and consulting company focused on the integration of IT-related products and services for companies inside and outside of Malaysia, since 2017, and the Chairman of Blackwolf Technology, a privately held company specializing in providing software development and other IT-related services, since 2017. Mr. Seow received his Bachelor of Multimedia with Honors from Swinburne University of Technology in Melbourne, Australia. Based on Mr. Seow’s experience, the TTNP Board believes that Mr. Seow has the appropriate set of skills to serve as a member of the TTNP Board.

Avraham Ben-Tzvi, is the founder of ABZ Law Office, a boutique Israeli law firm specializing in corporate & securities laws, commercial law & contracts, and various civil law matters, as well as providing outsourced general counsel services for publicly traded as well as private companies and corporations, which he established in January 2017. Mr. Ben-Tzvi served as Chief Legal Officer and General Counsel of Purple Biotech Ltd. (formerly Kitov Pharma Ltd.) (NASDAQ/TASE: PPBT), a clinical-stage company advancing first-in-class therapies to overcome tumor immune evasion and drug resistance, from November 2015 until April 2020. Prior to that, Mr. Ben-Tzvi served as General Counsel and Company Secretary at Medigus Ltd. (NASDAQ/TASE: MDGS), a minimally invasive endosurgical tools medical device and miniaturized imaging equipment company, from April 2014 until November 2015. Prior to that he served as an attorney at one of Israel’s leading international law firms where, amongst other corporate and commercial work, he advised companies and underwriters on various offerings by Israeli companies listing in the US and on various SEC related filings. Prior to becoming a lawyer, Mr. Ben-Tzvi worked in several business development, corporate finance and banking roles at companies in the financial services, lithium battery manufacturing and software development industries. Between March 25, 2024 and August 2, 2024 Mr. Ben-Tzvi served as a member of the Board of Directors of OpGen, Inc. (NASDAQ: OPGN), a precision medicine company. Since December 2023, Mr. Ben-Tzvi has been serving as a member of the Board of Directors of Minim, Inc. (NASDAQ: MINM), a company which delivered smart software-driven communications products under the globally recognized Motorola brand and Minim® trademark. Mr. Ben-Tzvi has been serving as a member of the TTNP Board since August 2022. Mr. Ben-Tzvi holds a B.A., magna cum laude, in Economics from Yeshiva University in New York and an LL.B., magna cum laude from Sha’arei Mishpat College of Law in Hod HaSharon, Israel. Mr. Ben-Tzvi is a licensed attorney and member of the Israel Bar Association and is also licensed as a Notary by the Israeli Ministry of Justice. Based on Mr. Ben-Tzvi’s extensive legal experience and knowledge in the fields of civil-commercial law and corporate and securities law, and his previous public company and commercial business experience, the TTNP Board believes that Mr. Ben-Tzvi has the appropriate set of skills to serve as a member of the TTNP Board.

Brynner Chiam currently serves as Vice President of Finance and Tax at Black Chamber Management, a shared service company which provides outsourcing services to related companies as well as third parties, since November 2020, where he is responsible for all aspects of planning, implementing and managing financing activities for the company and its clients. From February 2014 to October 2020, Mr. Chiam served as a Director for Tricor Taxand, a professional tax firm and independent tax adviser specializing in providing tax-related services to its clients. Mr. Chiam is a member of the Chartered Tax Institute of Malaysia and has over 20 years of experience as a tax consultant and tax practitioner. He received his Bachelor of Business Studies (Accountancy) from Massey University in New Zealand. Based on Mr. Chiam’s experience, the TTNP Board believes that Mr. Chiam has the appropriate set of skills to serve as a member of the TTNP Board.

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Francisco Osvaldo Flores García is a Managing Partner of Trebol Capital since 2013, where he also serves as a TTNP board member. Trebol Capital is a Venture Capital Fund that invests in technology companies. Since October 2019, Mr. Flores has been the Managing Partner of Klee Real Estate de Mexico, an investment group focused in Real Estate. Mr. Flores is in charge of fundraising and analysis of new investment opportunities, and he manages the day to day operations. From October 2020 through March 2023, Mr. Flores served as the Chief Financial Officer of Benessere Capital Acquisition Corp., a special purpose acquisition company. From April 2022 until March 2023, Mr. Flores was the Venture Partner and Managing Partner of Arc Group Ventures in Mexico, where he was in charge of new operations in the Mexican market. Mr. Flores is a Mechatronics Engineer with an Artificial Intelligence specialty (2004-2009) Student of the MBA (MBA) at Tecnológico de Monterrey. He is also qualified as a Project Manager Professional - PMI (2012) and is a Manager at Lean Startup & Social Entrepreneur for Ecosystem Development – TechBA Technology Business Models. Based on Mr. Flores’ experience, the TTNP Board believes that Mr. Flores has the appropriate set of skills to serve as a member of the TTNP Board.

Firdauz Edmin Bin Mokhtar has been the Chief Executive Officer of Saujana Petroleum Sdn Bhd since November 2023. Saujana Petroleum Sdn Bhd is an investment holding company, with operations that include marine operation and maintenance for Malaysia oil production under E&P O&M Services Sdn Bhd (EPOMS). Mr. Mokhtar served as the Chief Financial Officer of Data Knights Acquisition Corp., a special purpose acquisition company, from February 2021 until November 2023, when it completed a business combination with OneMedNet Corporation (NASDAQ:ONMD, ONMDW), a medical imaging company, based in the United States. From January 2020 until January 2021, he served as Senior Vice President, Special Projects, of Group CEO Office, at Serba Dinamik Holdings Berhad, where he was involved in mergers and acquisitions. Previously from May 2012 until November 2019, Mr. Mokhtar was the Chief Financial Officer of PBJV Group Sdn Bhd (PBJV), an [oil and gas services provider in Malaysia], where he was responsible for accounting, finance, tax and legal issues, as well as general company secretarial matters for the group. Mr. Mokhtar received his bachelor’s degree (Honors) in Accountancy in July 1997 from The International Islamic University Malaysia. Mr. Mokhtar is a Certified Public Accountant registered with the Malaysian Institute of Accountants. Based on Mr. Mokhtar’s experience, the TTNP Board believes that Mr. Mokhtar has the appropriate set of skills to serve as a member of the TTNP Board.

Directors serve until the next annual meeting or until their successors are elected and qualified. Officers serve at the discretion of the TTNP Board, subject to rights, if any, under contracts of employment.

Board Leadership Structure

Currently, Dato’ Seow Gim Shen serves as both the principal executive officer and chairman of the TTNP Board. The TTNP Board, taking into account the changing needs and circumstances of both TTNP and the TTNP Board over time, has determined that having the same individual hold both positions is in the best interests of TTNP and its stockholders and consistent with good corporate governance.

Code of Ethics

TTNP adopted a Code of Business Conduct and Ethics (the “Code of Ethics”) in February 2013 that applies to all directors, officers and employees. The Code of Ethics is available on the website at www.titanpharm.com. A copy of our Code of Ethics will also be provided to any person without charge, upon written request sent to TTNP’s offices located at 10 East 53rd Street, Suite 3001, New York, NY 10022.

Changes in Director Nomination Process for Stockholders

None.

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DIRECTOR COMPENSATION OF TTNP

Summary of Director Compensation

The following table summarizes compensation that TTNP non-employee directors earned during the years ended December 31, 2023 and 2022 for services as members of the TTNP Board.

Name	Year	Fees Earned or Paid in Cash ($)			Stock Awards ($)		Options Awards ($)(1)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)			Total ($)
Joseph A. Akers (2)(3)	2023	$	30,000			-	$	107,162		-		-		-		$	137,162
	2022		62,500	(4)		-		8,859		-		-		-			71,359
Avraham Ben-Tzvi (6)	2023		55,625			32,947		138,335		-		-		13,000	(5)		239,907
	2022		24,375	(4)		-		-		-		-		-			24,375
Peter L. Chasey (7)(8)	2023		43,542			32,947		138,335		-		-		13,000	(5)		227,824
	2022		20,625	(4)		-		-		-		-		-			20,625
Brynner Chiam (9)	2023		9,375			-		-		-		-		-			9,375
Eric Greenberg(10)	2023		59,792			32,947		138,335		-		-		13,000	(5)		244,074
	2022		22,500	(4)		-		-		-		-		-			22,500
M. David MacFarlane (2)(11)	2023		30,312			-		107,162		-		-		-			137,474
	2022		61,250	(4)		-		8,859		-		-		-			70,109
Matthew C. McMurdo (12)	2023		54,792			32,947		138,335		-		-		13,000	(5)		239,074
	2022		18,750	(4)		-		-		-		-		-			18,750
James R. McNab, Jr. (13)	2023		31,250			-		107,162		-		-		-			138,412
	2022		62,500	(4)		-		8,859		-		-		-			71,359
David Natan(14)	2023		66,875			32,947		138,335		-		-		13,000	(5)		251,157
	2022		23,438	(4)		-		-		-		-		-			23,438
Dato’ Seow Gim Shen (9)	2023		9,375			-		-		-		-		-			9,375

(1)	Amounts shown represent the grant date fair value computed in accordance with FASB ASC 718. The assumptions used by TTNP with respect to the valuation of option grants and stock awards are set forth in Note 8. Stock Plans to TTNP’s financial statements.
(2)	Did not stand for re-election at the June 2023 shareholder meeting.
(3)	The aggregate number of option awards held at December 31, 2023 was 5,512.
(4)	The amounts reported in the “Fees Earned or Paid in Cash” column includes directors fees earned for 2022 that were deferred to 2023 at the director’s election.
(5)	Payments made to subsidize taxes due on stock awards.
(6)	The aggregate number of option awards held at December 31, 2023 was 6,250.
(7)	Resigned from the Board in October 2023.
(8)	The aggregate number of option awards held at December 31, 2023 was 6,250.
(9)	Joined the Board in October 2023.
(10)	The aggregate number of option awards held at December 31, 2023 was 6,250.
(11)	The aggregate number of option awards held at December 31, 2023 was 5,513.
(12)	The aggregate number of option awards held at December 31, 2023 was 6,250.
(13)	The aggregate number of option awards held at December 31, 2023 was 5,512.
(14)	The aggregate number of option awards held at December 31, 2023 was 6,250.

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The above table includes options granted to certain directors on August 15, 2022 and September 15, 2022, which were conditioned on the approval by TTNP Stockholders of an increase in the authorized number of shares available for issuance under the 2015 Plan, which approval was received in June 2023.

There were no options exercised by members of the TTNP Board during 2023.

EXECUTIVE COMPENSATION OF TTNP

Summary Compensation Table

The following table provides information regarding the compensation paid during the years ended December 31, 2023 and 2022 to each of the TTNP executive officers named below.

Name and Principal Position	Year	Salary ($)			Bonus ($)		Options Awards ($)(1)		Stock Awards ($)(1)		All Other Compensation ($)		Total Compensation ($)
David Lazar	2023	$	406,000		$	1,015,000	$	-	$	52,180	$	-	$	1,473,180
Chief Executive Officer(4)	2022	$	152,250		$	-	$	-	$	-	$	-	$	152,250
Katherine Beebe DeVarney, Ph.D.	2023	$	462,000	(3)	$	-	$	107,162	$	32,947	$	-	$	602,109
President and Chief Operating Officer	2022	$	308,000	(3)	$	-	$	54,340	$	-	$	-	$	362,340
Marc Rubin, MD(2)	2023	$	-		$	-	$	-	$	-	$	238,157	$	238,157
Executive Chairman	2022	$	204,083	(3)	$	-	$	57,582	$	-	$	164,583	$	426,248

(1)	Amounts shown represent the grant date fair value computed in accordance with FASB ASC 718. The assumptions used by TTNP with respect to the valuation of option grants and stock awards are set forth in Note 8. Stock Plans to the accompanying financial statements.
(2)	Dr. Rubin’s employment was terminated in August 2022. He was due to receive severance payments through July 2023. He received approximately $165,000 related to severance payments during 2022 and approximately $238,000 in 2023.
(3)	On June 15, 2022, TTNP implemented a plan to reduce expenses and conserve capital that included a company-wide reduction in salaries and a scale back of certain operating expenses. The cost-savings measures were undertaken to enable TTNP to maintain sufficient resources as TTNP worked with its advisors on potential strategic alternatives for maximizing shareholder value. As part of the aforementioned plan, Dr. Rubin and Dr. Beebe DeVarney each agreed to waive 40% of their base salaries for six months. In 2023, the TTNP Board agreed to pay Dr. Beebe DeVarney $77,000 related to salaries deferred in 2022.
(4)	On December 14, 2022, TTNP entered into an employment agreement with Mr. Lazar pursuant to which Mr. Lazar was hired to serve as TTNP’s Chief Executive Officer, effective August 16, 2022.

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Employee Benefits Plans

The principal purpose of TTNP’s stock incentive plans is to attract, motivate, reward and retain selected employees, consultants and directors through the granting of stock-based compensation awards. The stock option plans provide for a variety of awards, including non-qualified stock options, incentive stock options (within the meaning of Section 422 of the Internal Revenue Code of 1986 (the “Code”)), stock appreciation rights, restricted stock awards, performance-based awards and other stock-based awards.

2014 Incentive Plan

In February 2014, the TTNP Board adopted the 2014 Incentive Plan (the “2014 Plan”) pursuant to which 2,526 shares of TTNP Common Stock were authorized for issuance to employees, directors, officers, consultants and advisors. On the Record Date, options to purchase [•] shares of TTNP Common Stock were outstanding under the 2014 Plan.

2015 Omnibus Equity Incentive Plan

In August 2015, TTNP Stockholders approved the 2015 Omnibus Equity Incentive Plan (“2015 Plan”). The 2015 Plan, as amended, authorizes a total of 125,000 shares of TTNP Common Stock for issuance to employees, directors, officers, consultants and advisors. Awards representing 28,191 shares of TTNP Common Stock have been released as of December 31, 2023. On the Record Date, options to purchase [●] shares of TTNP Common Stock were outstanding under the 2015 Plan.

Outstanding Equity Awards at Fiscal Year-End

The following table summarizes the number of securities underlying outstanding plan awards for each named executive officer of TTNP as of December 31, 2023.

	Option Awards
Name	Number of Securities Underlying Unexercised Awards (#) Exercisable		Number of Securities Underlying Unexercised Awards (#) Unexercisable		Exercise Price ($)		Expiration Date
Marc Rubin, M.D.		48		-		18,360.00	02/02/2026
		20		-		14,040.00	02/13/2027
		48		-		3,492.00	03/07/2028
		139		-		1,050.00	4/2/2029
		7,500		-		80.40	2/10/2031
		3,250		-		23.60	01/05/2032
Katherine Beebe DeVarney, Ph.D.		8		-		11,880.00	3/16/2025
		12		-		931.68	12/14/2025
		12		-		931.68	2/13/2027
		48		-		3,492.00	3/7/2028
		7,500		-		80.40	2/10/2031
		5,000		-		26.20	9/15/2032
		2,750		-		23.60	01/05/2032

In January 2022, Dr. Rubin and Dr. Beebe DeVarney were granted options to purchase 3,250 and 2,750 shares of common stock, respectively. The options were to vest over 24 months with 50% of the awarded options vesting on the six-month anniversary of the grant date with the remaining balance vesting over the remaining eighteen months.

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Following the 2022 Special Meeting, all unvested options granted under the 2015 Plan prior to August 15, 2022, immediately became vested.

On September 15, 2022, the Board granted Dr. Beebe DeVarney, subject to the receipt of stockholder approval received in June 2023, options to purchase 5,000 shares of common stock at an exercise price of $26.20 per share, such price being the closing price of TTNP Common Stock and the fair market value as defined under the 2015 Plan on the September 15, 2022 grant date. The options vested in twelve equal monthly allotments through the first anniversary of the grant date.

There were no options exercised by named executive officers of TTNP during 2023.

Pension Benefits

TTNP does not sponsor any qualified or non-qualified defined benefit plans.

Nonqualified Deferred Compensation

TTNP does not maintain any non-qualified defined contribution or deferred compensation plans. The Compensation Committee, which is comprised solely of “outside directors” as defined for purposes of Section 162(m) of the Code, may elect to provide TTNP’s officers and other employees with non-qualified defined contribution or deferred compensation benefits if the Compensation Committee determines that doing so is in TTNP’s best interests. TTNP sponsors a tax qualified defined contribution 401(k) plan in which Dr. Rubin and Dr. Beebe DeVarney participated.

Employment Agreements

In November 2018, TTNP entered into an employment agreement with Dr. Beebe DeVarney providing for a base annual salary of $365,000. The employment agreement contains the following terms:

● Bonuses. The executive may, at the sole discretion of the Board or the compensation committee, be considered for an annual bonus of up to 50% of her then base salary, payable in cash or awards under the equity incentive plan.

● Term; Termination. The Employment Agreement may be terminated by TTNP for any reason at any time. In the event of termination by TTNP without cause or by the executive for good reason or in connection with a change of control, as those terms are defined in such agreements, the executive is entitled to (i) severance in the form of continuation of the employee’s base salary for 12 months following the termination date, (ii) a pro rata portion of any annual bonus, (iii) 12 months of COBRA payments, and (iv) the immediate accelerated vesting of any unvested restricted shares and stock options.

● Restrictive Covenants. The Employment Agreement contains six-month post-termination noncompetition and non-solicitation provisions.

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In February 2021, Dr. Beebe DeVarney’s employment agreement was amended to provide for an annual base salary of $385,000. All other agreement terms remain substantially the same.

On August 2, 2022, the Compensation Committee of the TTNP Board implemented a retention plan (the “Retention Plan”) in recognition of the change in the composition of the TTNP Board following the 2022 Special Meeting. The purpose of the Retention Plan was to help ensure a smooth transition, including the continuation of service by its current employees and directors following the 2022 Special Meeting, while the newly reconstituted TTNP Board explores and evaluates strategic alternatives to maximize the value of TTNP assets and enhance stockholder value.

As part of the Retention Plan, the employment agreement with Dr. Beebe DeVarney was amended to (i) accelerate the vesting of her options following the reconstitution of the Board; and (ii) remove from the definition of “Good Reason” the current proviso that a change in the executive’s title would not necessarily constitute Good Reason. All other agreement terms remained substantially the same.

On December 14, 2022, TTNP entered into an employment agreement with Mr. Lazar providing for a base annual salary of $406,000. The employment agreement contains the following terms:

● Bonuses. Mr. Lazar will be eligible to receive an annual bonus, with a target of fifty percent (50%) of his base salary. In addition, Mr. Lazar will be eligible for three performance bonuses on an annual basis, payable in (i) cash and/or (ii) restricted stock under the Plan, each equal to fifty percent (50%) of his base salary, which shall be dependent on its achievement of certain milestones. Furthermore, in the event of a Change of Control (as defined in the Mr. Lazar’s employment agreement), TTNP shall pay Mr. Lazar a bonus equal to three percent (3%) of the increased valuation of the surviving corporation resulting from such Change of Control.

● Term; Termination. The employment agreement has a three-year term but may be terminated by TTNP for any reason at any time. In the event of termination by TTNP without Cause or his resignation for Good Reason, not in connection with a Change of Control (as those terms are defined in such agreements), the executive is entitled to (i) severance in the form of continuation of his base salary for the greater of a period of 12 months or the remaining term, (ii) payment of executive’s annual medical and dental reimbursement for a period of 12 months, (iii) a pro rata portion of any annual or performance bonus, and (iv) the immediate accelerated vesting of any unvested restricted shares and stock options.

● Restrictive Covenants. The employment agreement contains 12-month post-termination noncompetition and non-solicitation provisions.

The Company’s Executive Officer and Director Compensation

See “Management of PubCo Following the Business Combination — The Company’s Executive Compensation.”

Executive Officer and Director Compensation Following the Business Combination

Following the Closing, PubCo intends to develop an executive compensation program that is consistent with existing compensation policies and philosophies of Nasdaq-listed peer companies, which are designed to align the interest of executive officers with those of its stakeholders, while enabling PubCo to attract, motivate and retain individuals who contribute to the long-term success of PubCo. Specific determinations with respect to director and executive compensation after the Business Combination have not yet been made.

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INFORMATION RELATED TO PUBCO

PubCo is an exempted company with limited liability incorporated under the laws of Cayman Islands on July, 11, 2024 solely for the purpose of effectuating the Business Combination described herein. PubCo is considered a foreign private issuer as defined in Rule 3b-4 under the Exchange Act.

PubCo has an authorized share capital of US$50,000 divided into 50,000,000 ordinary shares of $0.001 par value each. Prior to Closing, PubCo intends to amend and restate its memorandum and articles of association which will constitute the PubCo Charter. Under the PubCo Charter, PubCo will have no change to its authorized share capital and will continue to remain authorized to issue a maximum of 50,000,000 shares of $0.001 par value each. PubCo has one ordinary share, with a par value of US$0.001 in issue, which currently represents the sole issued and outstanding shares of PubCo. For descriptions of PubCo securities, please see the section titled “Description of PubCo Securities.” The objects for which PubCo is established are unrestricted and PubCo has full power and authority to carry out any object not prohibited by the laws of the Cayman Islands.

Prior to the consummation of the Business Combination, the sole shareholder of PubCo is TTNP. Prior to the consummation of the Business Combination, the sole director of PubCo is Mr. Seow. Upon the Closing, the PubCo Board will consist of five directors, which will include [*]. PubCo expects to appoint the remaining PubCo Board member prior to the Closing.

The mailing address of PubCo’s registered office is Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman, KY1-1001, Cayman Islands and its registration number is 411832. After the consummation of the Business Combination, its principal executive office and mailing address shall be that of the Company located at ___________________and its telephone number is __________________.

PubCo’s auditor is expected to be [CPA].

INFORMATION RELATED TO THE COMPANY

BUSINESS

Company Overview

Founded in 1990, KE Sdn. Bhd. (“KE Sdn” or the “Company”) became, in 1993, one of the first licensees of PeopleSoft Human Resource and Payroll solutions in the Asia Pacific region. As a well-established distributor of human capital management (“HCM”) solutions in Malaysia, the Company offers PeopleSoft, Dayforce, Workplaze, and Microimage, brand software for sale by their respective vendors, which are local or regional subsidiaries or affiliates of Oracle Corporation, Dayforce, Inc., Humanica Public Company Limited, and Microimage (Private) Limited; and the Company provides consulting, implementation, training, and continuing support services to their clients, in accordance with their preferences and the vendors’ offerings. The Company’s clients include Malaysian financial institutions, including the Malaysian central bank, the statutory manager of Malaysia’s private employees’ mandatory savings plan, and Malaysia’s largest local insurance company; Malaysia’s largest automobile manufacturer; water utilities; a Malaysian university; and other international companies headquartered in or outside of Malaysia. Having established a long-standing presence in Malaysia, the Company serves clients in Singapore, Hong Kong, Australia, Taiwan, and Indonesia.

Through the Company’s value-added consulting services, the Company guides companies of all sizes, principally in Malaysia and Singapore, in transitioning their traditional HCM systems to more efficient and cost effective, on-site or cloud-based, HCM software solutions, including for personnel management, financial planning, and analytics. The Company’s seasoned professional staff advises each client in choosing and implementing the applications most suited to that client and may train its personnel in using the software, as well as provide continuing maintenance and technical support. Committed to enhancing its clients’ organizational efficiency, the Company believes it is able to provide more highly customized HCM services than others in its markets.

References in this section to “we,” “us,” or “our” are to the Company, except where the context requires otherwise.

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The Company’s Vision

The Company’s vision is to be the go-to human resources consulting group in its markets for companies seeking to improve their businesses by adopting more efficient HCM solutions. Sourcing cutting-edge technology products from leading HCM software providers, the Company’s seasoned industry consultants seek to optimize each client’s HCM solution. Through their Delivery Excellence Centre (“DEC”), its consultants also provide general customer service to ensure the client’s positive experience throughout and beyond the transfer process.

Our Mission

● To be recognized as a leading provider of on-premises and cloud-based SaaS HCM software solutions from world leading software companies, providing ongoing support and product upgrades, complemented with superior consulting services in the Asia Pacific region.

● To service a wide range of clients in multiple industries, and companies of all sizes.

● To maintain steady growth of revenue and profitability, by increasing product and service offerings to existing customers.

● To secure new clients migrating to more efficient human resource management systems in their current markets.

● To broaden its footprint in Singapore by tailoring marketing strategies.

Industry Overview

The Human Capital Management (“HCM”) software market has demonstrated steady growth due to the increasing need for robust and reliable software solutions to enhance workforce productivity, improve employee management, and adapt to technological advancements like moving to cloud storage, big data (data which HCM organizations collect including employee data, recruitment data, operational data etc), and artificial intelligence.

Global HCM Software Market

The global HCM solutions market is poised for significant expansion, with projections indicating a rise from USD 24.92 billion in 2024 to USD 35.94 billion by 2029, representing a projected CAGR of 7.60%.

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Forecast of Global HCM Software Market, 2024 – 2029E, US$ Bn

HCM System’s market size and growth in Asia Pacific (“APAC”)

APAC was the 3^rd largest region in the HCM market in 2022, and is expected to grow at a compounded annual rate of 9.0% between 2022 and 2027.APAC contributes approximately 20-21% to the global HCM solutions market, which is estimated to generate $7.72 billion in 2024 and reach $12.48 billion by 2029, growing at a CAGR of 10.08% from 2024 to 2029. (Source: Mordor Intelligence).

Growth in number of SMEs

Malaysia, Philippines and Indonesia, the three main targeted market for the Company in the future, are expected to generate a lot of this growth through the increase in number of small and medium enterprises (SMEs), migration of companies to digitalization and government support. This growth is expected to spur an expansion in the employee base, thereby driving demand for HCM systems.

Migration to Digitalization

The increase in migration to digitalization of HR processes in Malaysia, indicates that the Malaysia data center market size could reach a value of $2.252 billion by 2028, up from $1.31 billion in 2022, growing at a CAGR of 9.41% during 2022 to 2028. Philippine software and service sales are forecasted to reach $95 million by 2025. Indonesia is aiming to achieve digital integration for 30 million micro, small, and medium enterprises (“MSMEs”) by 2024. With the growing number of data centers being built, the demand for systems software such as security and networking solutions and cloud-based HCM solutions will increase. The significant push for digital transformation by local businesses is expected to further bolster the adoption of HCM solutions, as organizations seek to streamline HR processes and adapt to evolving work environments.

The increasing focus on digitalization also affects the realm of security, where there is a growing demand for advanced hardware infrastructure, particularly in the facial recognition and CCTV markets in Malaysia. The facial recognition market is projected to reach $21.04 million by 2024 and is expected to grow at a CAGR of 9.35% from 2024 to 2030, culminating in a market volume of $35.97 million. This growth is primarily facilitated by the overall expansion of digitalization and the proliferation of secure internet servers, which support the deployment of sophisticated security systems across various sectors such as transportation, retail, and healthcare. Concurrently, the CCTV market in Malaysia is anticipated to expand at a CAGR of 4.8%, spurred by rapid urbanization and escalating security concerns. These advancements in security technology not only enhance protective measures but also contribute to operational efficiency and the integration of systems within organizational frameworks.

Government Support

Government initiatives such as the Philippine Development Plan (2023–2028) support the growth of MSMEs through business digitalization. This includes initiatives encouraging the adoption of HCM software subscriptions, align to promote economic growth and technological advancement in the country. MSMEs represent 99% of businesses in Indonesia, contributing around 60% to the country’s USD 1 trillion GDP and providing 70% of employment, according to the Ministry of Cooperatives and SMEs (UMKM). Government support is essential to enhancing the digital capabilities of these MSMEs, which is a key strategy for boosting Indonesia’s economy and unlocking significant socio-economic benefits for individuals and communities. A study involving 340 MSMEs, conducted by Blibli, Kompas Data, and Boston Consulting Group (BCG), explores the current state of digitalization within these enterprises, their attitudes towards digital transformation, and the potential benefits of increased digital integration among MSMEs. Findings indicate that 77% of MSMEs prioritize empowering local human resources, while 69% aim to reduce unemployment. Additionally, 45% seek to minimize travel distance, 19% strive to inspire new business ventures, and 18% are focused on enhancing local skill sets. These insights underscore the guiding principles that drive MSMEs towards greater digitalization.

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The Company believes that it is poised to take advantage of this trend given its history and experience in the market for over 20 years, putting the Company ahead of its competition, most of whom are relatively new to the HCM Market, and may be limited to offering single product solutions. Furthermore, the Company’s ability to support the different solutions they source with their on-staff consultants, gives the Company a competitive edge that the Company believes other HCM service providers do not offer.

Market drivers for continuous upward growth of HCM Solutions

● Regulatory support from Malaysia government

HR software usage aligns with the national agenda for digitalization and economic development. Malaysia aims to be a high-income digital economy and global tech hub. HR software makes workforce management more efficient and cost-effective for SMEs. HR software facilitates regulatory compliance, which supports the government’s labor rights and payroll policy objectives. Malaysian government has undergone HR digitalization for public sector workforce management. According to Nielsen, around 60% of multinational corporation in Malaysia currently use HR software.

● Increasing demand for unified solutions for all HR functions

With the increased adoption of digital technologies, companies now prefer unified solutions for all HR functions, leading to the rise of HCM solutions to streamline the entire HR process, automating tasks such as payroll, recruitment, performance reviews, on-boarding, training, and more. Previously, organizations used separate software for each HR activity, which was complex, rigid, and compliance-focused, causing inefficiencies including improper training. HCM solutions address these issues by providing a single platform that unifies and manages all HR functions seamlessly and allows integration with other software such as enterprise resource planning (“ERP”) for better inventory management. As digitization increases across industries, the demand for unified HR solutions is expected to grow, driving the global HCM solutions market.

● Significant cost reduction

A recent Nucleus Research study included companies of various sizes and industries found that HCM provides hard savings. HCM technology returns an average of $9.13 for each $1.00 spent. Initial implementation of cloud-based HCM solutions can cost 79% less than an on-premise solution. Companies experience about 90% in savings for ongoing maintenance driven by economies of scale, technological advancements, and increased competition. Driven by economies of scale, technological advancements, and increased competition, continuous cost reduction in the production and installation of HCM software solutions are more affordable and accessible. Studies indicate that approximately 56% of typical HR tasks could be automated using existing technologies, requiring minimal process adjustments. Moreover, 78% of HR managers anticipate harnessing Artificial Intelligence (AI) in at least one HR process within the next two years. These advancements span various functions, including workforce planning, staffing, compensation, performance management, learning and development. A recent study from Gartner predicted that by 2025, 60% of midmarket and large enterprise organizations will have moved their HR technology to the cloud. In contrast to their legacy counterparts, native modern cloud vendors are better positioned to capture market share through integrated solutions, a stark departure from the fragmented offerings of traditional platforms.

Competitive Landscape

The global leading developers in the HCM category are Microsoft Azure, Workday, SAP HCM, and Oracle PeopleSoft. According to research from 6sense Revenue AI™, Workday is an on-demand financial management and HCM software solution, which currently ranks number one in the industry, based on the number of customers using the technology. Oracle PeopleSoft is a line of core human resource management systems, which currently ranks as number two. SAP HCM, currently rank number three in the industry. It helps companies retain and hire the right people, manage HR processes, and ensure legal compliance.

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The following table listed the number of current customers, global market share and top geographies for the top three HCM solutions in APAC.

Rank	Software solution	Current customers	Global Market Share	Top Geographies in APAC
1	Workday	31,796	25.21%	Australia
2	SAP HCM	14,705	11.66%	India
3	Oracle PeopleSoft	14,653	11.62%	India

The Asia-Pacific HCM software market size is estimated at USD 7.72 billion in 2024, and is expected to reach USD 12.48 billion by 2029, growing at a CAGR of 10.08% during the forecast period (2024-2029). Asia-Pacific is experiencing a significant surge in the demand for human capital management software. This growth is mainly attributed to several factors, including the region’s expanding economy, evolving workforce dynamics, increasing digitalization, and the growing awareness of the importance of effective HR management practices.

Opportunity

The market segments covered in Technavio’s research consist of HCM solution and HCM services. The market growth from $22,396 million in 2022 to $33,592 million in 2027 will create an incremental growth opportunity of $11,196 million during the forecast period. HCM solutions will provide significant opportunities within the global HCM solutions market as it will contribute the highest to the incremental growth in the overall market between 2022 and 2027. The HCM solutions market in APAC is expected to grow significantly. Rapid industrialization, urbanization, and population growth are the major factors that will contribute to the rise in demand for HCM solutions in the APAC region. Employment opportunities and the number of qualified professionals seeking employment in APAC have been undergoing massive growth over the last few years, which is expected to continue during the forecast period.

Statistics have shown that the Asia Pacific market for HCM solution software is extremely fragmented. This is because there is a slow and inconsistent adoption by existing companies to transfer their HR services from on-premise software to a third party server, or adopt their own cloud-based solution. The main reason is a lack of understanding of the cost and efficiency benefits of such a system accompanied by an even larger lack of trust in making such a move, with respect to security and data privacy protection.

This is where KE Sdn believes it can make a difference. KE Sdn is not limited to sell only one solution and bound by singular licensed products. KE Sdn purposely sources multiple solutions from the leading HCM service providers, accompanied by an industry expert consultant with years of HCM experience to customize a very specific solution for each client. The crucial distinction with their approach is their ability to compare and contrast different products and services, giving great personal attention to the client during the selection process, enabling the Company to better understand their needs and more effectively select the best solution. Every sale is followed by hands on consulting services transition and implementation. The Company’s ability to source products from leading developers in the industry, enables the Company to rely on their product security and ability to protect customer data, which due to their size and global coverage, are better equipped to provide.

Management of diverse regulatory frameworks, cultural nuances, and varying HR practices becomes crucial, and as Asia Pacific continues to adapt to a modern approach to HCM solutions, the Company believes that it would be a natural choice to assist companies transition their existing on-premise system to either a third party provider or embark on getting their own cloud-based solution. With the Company’s years of experience, diversified portfolio of software solutions, and their ability to continue to source the best products on the market to their clients, the Company intends to capitalize on expanding their customer base, increasing services to existing customers and to expand services into other regions in their market.

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The Company’s Business

Below is a summary table of products the Company resells from different vendors and services it provides.

	Vendors
	Oracle	Dayforce	Humanica	Microimage
Product Service	Oracle PeopleSoft HCM/ Oracle PeopleSoft Financials	Dayforce HCM	SunFish WorkPlaze	MiHCM Cloud
Licensing	√		√
SaaS Subscriptions			√	√
Consulting and Implementation	√	√	√	√
Training	√		√	√
Maintenance and Support	√		√	√

The Company’s Services

Licensing and SaaS Subscriptions

A software license generally authorizes the client to use the software, in perpetuity, whereas periodic payments are required to maintain a SaaS subscription. In either case, the Company places the client’s order with the vendor and is responsible to the vendor for payment of license, subscription, or other related fees. Software is delivered directly from the vendor to the client by download onto the client’s systems or access through the vendor’s SaaS.

Clients buying licensing generally also engage the Company for consultancy, implementation, and maintenance services. The Company’s SaaS contracts bundle the subscription with consultancy and implementation services and typically have a term of one to three years.

The Company obtains the right to market and sell the licenses or subscriptions in a specified territory pursuant to an agreement with the vendor; under the Company’s vendor agreements, these rights are non-exclusive. Among other obligations, the Company may be required to provide related implementation, training, or support services or use vendor-specified materials or procedures in doing so; undertake training, and demonstrate competence, in the vendor’s products, on a continuing basis; comply with vendor-specified security requirements; or maintain sales or client service levels. Some agreements may be terminated on short notice.

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Consulting and Implementation

Each vendor’s product offering contains a number of modules that can be individually purchased or customized. As part of the Company’s sales effort, the Company provides bundled consulting and implementation services to help clients select the product brand and modules best suited to their needs. The Company uses its proven methodology to obtain deep understanding of their client’s needs, enabling the Company to deliver highly configured HCM solutions. The Company’s thorough comprehension of client needs forms the foundation for all subsequent design, implementation, and testing decisions. To maintain direction and focus throughout the project, the Company clearly defines project objectives and scope and establishes well-defined, agreed-upon goals.

The Company installs the product, configures it to fit the client’s requirements, builds tools to cleanse and map the existing data into the new product, and continues to support the client after the new product has gone into production. The Company’s commitment extends beyond the initial implementation phase, ensuring that the transition to the new system is smooth and that the client derives maximum value from the solution

The Company gives their clients comprehensive guidance on organizational, functional, and process development at the industry, regional, or global level. Central to the Company’s approach is the collaboration between the Company’s seasoned system professionals and the client’s staff. This relationship not only is necessary for successful delivery of the project, but also accelerates knowledge transfer, enabling the client more readily to manage the system post-implementation. Change management, which involves systematically addressing the transition or transformation of an organization’s processes, is another critical component of their services. The Company establishes robust review and approval processes, issue resolution protocols, and decision-making pathways. Regular status reporting and strict scope control ensure swift issue resolution and adherence to standards throughout the project lifecycle.

Active involvement of key users is essential from the outset. The Company engages process owners and subject matter experts throughout the project phases, from analysis and design to training, testing, and final implementation This structured approach to project management ensures organizational compliance, timely approval, and buy-in from relevant stakeholders, which are key parameters of a successful project. After the system is implemented, a few of the Company’s team members remain on-site for a period to ensure a smooth handoff, providing additional support, and address any immediate concerns, as the client transitions to full system ownership.

Implementation involves installing and configuring the system, customization work, loading or converting customer data, testing, and certification of the software for production. The software is configured to the client’s specific requirements and objectives, whether customizing interfaces for optimal user experience or integrating specialized features to meet niche demands. As each customer has different HR policies such as overtime wage rates, leave entitlements, claim metrics, performance appraisals, policy matters and statutory compliance, we deliver solutions that are highly configured and tailored to the different business needs of different customers. The Company closely monitors progress using various methods. Depending on the specific project and client needs, the Company may utilize remote access to the client’s systems, have staff on-site during the installation process, or provide technical support through telephone, email, chat, and chatbots. The approach is intended to ensure a successful and seamless implementation.

Upon completion of installation, the Company conducts initial tests, known as black box testing, on the client’s legacy systems to identify potential weaknesses or areas for improvement, enhancing efficiency and productivity to achieve the highest levels of functionality and reliability. The Company’s consultancy services extend beyond system evaluation.

Once initial testing is completed, control of the system is transferred to the client to perform various acceptance tests. At this stage, masked data is always used, and the Company will continue to work closely with the client to ensure all aspects of the system meet the specified requirements. After the client has accepted the system, the process of data conversion takes place. The Company’s role in this process is primarily advisory, ensuring compliance with data protection regulations.

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The Company’s implementation contracts typically run from six to 18 months, but include a contingency clause requiring continued performance until the project is completed. Clients make payments against milestone completions. The Company’s agreements usually require it to post performance bonds, pay liquidated damages for delayed performance, or provide warranties, for periods of about three months from system acceptance.

In addition to their clients, the Company provides implementation services to clients of their vendors and others, as subcontractor. Additionally, the Company offers staffing services for clients who require short- to long-term resources without the need to recruit and hire. Services include training, knowledge transfer, change request work, and technical support. The duration of these outsourcing arrangements may range from a few months to several years.

Training

Clients may purchase implementation services separately from training, but implementation services typically include a training component. The Company also provides post-implementation training, such as refresher courses or training for new hires.

The Company provides training using standard vendor-provided materials, those the Company develops itself, or a combination. The Company offers instructor-led programs and materials for individual end-user self-training, in either case giving participants practical experience in real-world project issues. The Company has a pool of qualified instructors with extensive experience in project implementation and delivery, who bringing valuable insights and real-world experiences into the classroom.

Maintenance and Support

Maintenance and support services include error corrections, installing updates, and technical support to end users. The Company’s HelpDesk serves as the primary point of contact for clients to report problems and access technical support. In addition, as part of preventive maintenance, the Company monitors system performance, providing periodic reports, alerts of potential problems, and recommendations for action, as appropriate.

The Company’s agreements include protocols for reporting, assessing and escalating problems that arise, based on category and severity. The Company measures their performance in terms of key parameters such as response time, resolution turnaround, and the percentage of issues resolved and may be penalized for failing to meet required service levels.

In responding to problems, issues, the Company does not directly operate or execute any action on the client’s live systems. Instead, the Company simulates the reported issues, to establish whether the problem is operational, due to program bugs, or a data issue. If the issue is not operational, the Company examines the software, and, using masked data, tests any proposed fix, in the client’s testing environment. Once validated, the client introduces the resolution into its live system.

The terms of the Company maintenance and support agreements are generally one to three years. The Company also provides maintenance and support services other companies’ clients, as subcontractors.

Product offerings

Following are the Company’s current offerings. Among other things, the Company considers a client’s specific needs, headcount, and HCM budget in making product recommendations. The Company believes that its expertise in deploying and supporting the products it distributes enables their clients to attract, develop, and retain top talent, while driving data-driven decision-making through advanced analytics and predictive insights. Completion of an implementation usually requires six to 24 months from contract signing.

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Oracle PeopleSoft HCM; Oracle PeopleSoft Financials

A strength of PeopleSoft offerings is their ability to combine the platform’s core HCM capabilities with country-specific functionalities and international data formats. This enables The Company’s clients to manage their global business systems on a common platform, ensure compliance with local regulations, and lower their total cost of ownership through integrated processes and a single system of records. Generally, Oracle products are intended for Tier 1 clients (1,000 head count and above).

Peoplesoft HCM is an integrated suite of applications and business processes that are based on PeopleSoft’s Pure Internet Architecture (PIA) and portal technologies. The sophisticated features and collaborative, self-service functionality available in PeopleSoft HCM enable companies to manage their human resources from recruitment to retirement while aligning their workforce initiatives with strategic business goals and objectives. The Company considers PeopleSoft HCM a robust and comprehensive HCM suite that allows organizations to streamline their HR operations, drive talent management, and improve workforce productivity. The PeopleSoft platform provides a unified suite of applications spanning talent acquisition, human resources, payroll, benefits administration, and more.

PeopleSoft Financials solutions are designed to help organizations reduce costs, manage risk, and drive strategic financial decision-making. These solutions automate, centralize, and standardize global transactional processes, enabling the Company’s clients to increase productivity, gain visibility into critical financial data, and strengthen financial discipline through improved governance and compliance.

Ascender Dayforce HCM

Pursuant to Ascender’s Partner Program, the Company contracts directly with Ascender clients to perform configuration and data importing services required to implement Ascender’s Dayforce HCM SaaS solution. Dayforce is designed to provide employers of all sizes a single application for payroll, tax, employee benefits, human resources, workforce management, and talent management. Typically, the Company sells Dayforce products to Tier 1 and Tier 2 (approximately 300 to 999 employees) clients.

As a subcontractor, the Company provides implementation, education, and training services to Ascender’s clients.

SunFish Workplaze

The Company is authorized to sell SunFish Workplaze HR licenses or SaaS Subscriptions, with an obligation, in either case, to provide implementation and maintenance and technical support.

With a strong presence in the Philippines,Workplaze offers highly customizable integrated resource management, covering employee and talent management, asset management, project management and accounting, and planning management, among other functions. Workplaze is used mainly by Tier 1 and 2 clients.

Microimage MiHCM

The Company has been, since 2019, a Channel Partner of Microimage Channel Partner, distributing MiHCM Enterprise (“MiHCM”), a cloud application that runs on Microsoft Azure. The system provides workforce management, talent management, and data and AI reporting and analytics. The Company implements and configures the application for its clients and trains their personnel it its use. MiHCM is designed for medium and large businesses and caters to complex business requirements, providing the key components required to optimize HR operations, from hiring to retirement. Generally, MiHCM products are used for Tier 1 and 2 clients.

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Competitive Strengths

Despite the presence of numerous competitors, the Company believes that it has unique strengths in the Asia-Pacific HCM software market, such as:

● Comprehensive business network and stable business relationships with world-wide top tier HCM suppliers

The Company is a third-party service provider and can source different HCM solutions from multiple vendors, therefore not being reliant on any one product or company in offering a solution. Unlike many of their competitors, the Company has been resellers of top SaaS HCM product solutions for more than a decade to over 30 years. Offering multiple products allows them to be objective on the recommendations it makes to its clients who value the Company’s credibility and non-biased approach.

● Providing customer-oriented services with extensive experience

The Company has at least 30 industry specialists on staff servicing clients. The Company prides itself in its ability to provide strong technical support and exceptional delivery turnaround times both in presenting new solutions, implementation and general maintenance. Because their consultants have deep experience with many different solutions, the Company can offer a comprehensive analysis of what products best suit a client and are able to provide rapid support turnaround times, to more efficiently transition customers to the new platform during the implementation stage. The Company believes that their culture ensures that customer service is a top priority fostering a sense of trust and loyalty among its clients.

● Strong, long-term relationships with its customers

The Company has serviced brand-name clients in the hospitality industry for over 10 years, and a regulatory authority in Malaysia has been a client for over 25 years. The Company believes its long servicing track recordshows its clients’ satisfaction with the Company’s services, as well as enabling the Company to understand the needs of companies looking to transition either to an on-site or cloud-based solution.

In the Southeast Asia region, The Company believes Ramssol, Payroll2U and Kaitangan.com are its main competitors:

Ramssol Group Bhd (“Ramssol”): Ramssol is considered the No.1 Southeast Asian people solutions provider with eight subsidiaries in five countries. One of Ramssol’s subsidiaries, RAMS Solution Sdn Bhd is a direct competitor of the Company in Malaysia. RAMS Solution specializes in the implementation, deployment, maintenance and enhancement of Oracle HCM and Campus applications. RAMS Solution provides Oracle Fusion HCM Cloud and other digitalization solutions, such as DocuSign, Darwin Box, etc. In addition to HCM, RAMS Solution provides IT staff augmentation services. Like the Company, RAMS Solution also provides consulting services to for Oracle HCM integration and implementation.

Payroll2U: Payroll2U, headquartered in Singapore, provides payroll outsourcing services and on-line payroll (SaaS) solutions. Payroll2U has its own proprietary payroll management system software, called smartPAY, and offers a subscription-based pricing model. The Company sometimes collaborates with Payroll2U, depending on the specific accounts involved.

Kakitangan: Kakitangan.com, headquartered in Malaysia, offers a HCM platform designed for small and medium businesses. with one platform to manage payroll, benefits, employee information, and everything related to the human resource domain. Kakitangan also offers accounting software integrations.

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Growth Strategies

Management aims to position the Company not just as a software reseller, but, through long-term relationships, as a strategic partner that enhances human resource capabilities through technology. The company plans to expand its market share by targeting both SMEs and large enterprises, continuing to add to its HCM product offerings, both from existing and additional vendors, expanding operations and to other countries in Asia-Pacific regions, and continuing to develop innovative solutions.

● Continue to add to suite of HCM Solutions

The Company intends to continue to add to its product offerings, and the more new products are brought to market, the more effective the Company believes it will be, given its deep experience with existing products to date. The Company believes that its years of experience with leading SaaS HCM solution providers will give the Company an advantage in evaluating new products brought to market either by existing or other vendors. As, for example, the Company’s rapid success in adopting Dayforce over the past two years demonstrates, the Company would be a logical candidate to introduce new products either to its existing client base or in new territories.

● Expand operations in Singapore and Indonesia and extend to Philippines

The Company’s vendors already have developed marketing campaigns specifically targeting markets in Philippines and Indonesia. By duplicating their successful methodology in serving clients in Malaysia and building relationships with vendors, the Company plans to execute a phased market entry strategy in the Philippines, where there is a growing concentration of tech-savvy businesses. The Company can also leverage its years of experience and ability to offer products from the leading vendors in the industry and expand operations in Singapore and Indonesia.

● Continuing customer relationship management and innovation

The Company intends to continue to build and develop strong relationships with customers, enhance customer retention and encourage referrals with its established and growing customer base. Among other things, the Company has already implemented on-premises solutions for many clients that it believes will evolve into hybrid systems and ultimately transition to cloud based solutions over the next several years. The Company expects its long-standing relationships with its customers will facilitate the transition to hybrid and cloud models, easing the migration path and potentially increasing the Company’s revenue. Moreover, the process of transitioning existing clients to cloud solutions is usually simpler and less complex than acquiring new cloud-first clients, largely due to the established rapport and the client’s familiarity with HCM technologies.

Data Privacy

The Company’s agreements with all its clients in all countries include clauses on Confidentiality and Personal Data Protection. Besides a standard employment clause, the consultants are required to sign individually and separately with the clients on these clauses. All relevant data of the client reside in the environment controlled by the client, even in a subscription cloud based model. The Company does not have access to live production data.

The Company ensures that all interactions with client data are governed by stringent data privacy policies. The Company does not and cannot access any live production data of the client, as all client data remains within the client’s controlled environment, and their systems and processes are designed to ensure that the Company employees and consultants cannot access client data without explicit authorization and supervision by the client. When testing and verifying solutions before deployment into the client’s environment, the Company utilizes masked data, meaning anonymized or pseudonymized data that does not reveal the actual identities of individuals, thereby ensuring compliance with data privacy regulations. The client retains full ownership and control over all their data, and in the case of on premise solutions, it is their responsibility to ensure that relevant security measures are in place. For cloud subscription models, the owner of the relevant software is responsible for maintaining and ensuring compliance with security protocols, selected based on their adherence to stringent security standards and certifications. In the unlikely event of a data breach or security incident, the Company has well-defined incident response procedures, including immediate notification to the client, thorough investigation, and remediation measures to prevent future occurrences. All Company employees and consultants undergo regular training on data privacy and protection policies, ensuring awareness of the latest regulations and best practices for handling client data securely. By adhering to these detailed data privacy policies, the Company ensures that their clients can trust the Company with their data and that all data remains entirely in the sole control of the client, as the Company remains committed to maintaining the highest standards of data protection and privacy in all its engagements.

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The Company’s Data Privacy Policy

KE Sdn in principle values and is obliged to safeguard the privacy aspects of its customers and the employee data collected in the execution of its delivery.

1. Definition

Data means any content, materials, data and information collected from third party. Further it shall have the meaning ascribed to it in all applicable data protection legislations.

Confidential Information means all information in the disclosing party’s possession or control, whether created before or after the project delivery, whatever its format, and whether or not marked “confidential”, including the existence, as transmitted to, shared with or received by the receiving party, but not including information which is or comes into the public domain through no fault of the other party, was already lawfully in the other party’s possession or comes into the other party’s possession without breach of any third party’s confidentiality obligation to the disclosing party, or is independently developed by or on behalf of the other party.

Data Protection Legislation means all laws relating to the processing of Personal Data, privacy and security, including, without limitation, the Personal Data Protection Act of Malaysia, the Singapore Personal Data Protection Act of Singapore, the Data Privacy Act of Indonesia, and all other applicable international, regional, or national data protection laws, regulations and regulatory guidance, as may be amended or superseded from time to time.

2. Confidentiality

We shall not at any time

i.	Disclose the Confidential Information to any party except to those authorised by the relevant stakeholders to know on a need-to-know basis;
ii.	Use the Confidential Information for own purposes or for any purposes; or
iii.	Cause or permit any unauthorised disclosure of any Confidential Information.

We may disclose Confidential Information which would otherwise be confidential if and to the extent:

i.	It is required to do so by law or an order of a court of competent jurisdiction or a regulatory or governmental body to which it is subject wherever situated;
ii.	It is necessary to disclose the Confidential Information to its professional advisers, auditors and bankers provided that it does so on a confidential basis.

All documents, records and other information delivered by relevant stakeholders shall be returned or destroyed where necessary upon the completion of the delivery.

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3. Data Security Management

The Company shall

i.	use security system embedded in the software, techniques and technology when making the Human Capital solution available to customer;
ii.	maintain and handle all Data in compliance with the applicable Data Privacy and protection laws, rules and regulations;
iii.	obtain consent to the Personal Data for one or more specific purposes.

4. Data Collection Practices

KE collect personal and personally identifiable information only for legitimate reasons and use those Data only for intended purposes.

When the Company collects such Data, it explains the purpose of collecting and use it only for those intended purposes. As per the statutory requirements and remuneration practices, they collect, and share following Personal Data and share them with the third parties mentioned below:

Data item		Purpose of collecting the Data		Parties they disclose the Data
1.	Employee Personal Particulars	a.	Used in internal communications during the implementation	i.	Senior management of the organization
i.	Employee’s Name	b.	Stored in the personal files of a Human Resource system implemented by KE Sdn.	ii.	EPF (Employee Provident Fund)
ii.	Employee’s Residential and Correspondence Address	c.	Used when enrolling employees in statutory schemes and health insurance schemes	iii.	SOCSO (Social Security Organization)
iii.	Personal identification Number such as but not limited to Malaysian Identity card / Passport/ Police ID number/ Army ID number/ Statutory ID number			iv.	Inland Revenue Board /Tax Office
iv.	Date of birth of the employee			v.	The Bank to remit employee salary
v.	Contact number of the employee			vi.	HRD Corporation
vi.	Email address of the employee			vii.	Any relevant statutory bodies
vii.	The employee’s family member particulars
Employee’s salaries particulars, bank account number and the bank branch		For remitting employee salary and related payments made by the company		The bank to remit employee salary
Digital version of the employee photograph		Stored in the Human Resource system and used within the system		Digital versions of the employee photographs can be viewed by the authorized users including team leaders, senior-management and the system administrators of the Human Resource system.

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If the Company is sharing Personal Data beyond the parties mentioned above, they will take explicit consent from the senior management of the organization. They will disclose above mentioned personal information and also any other employee information requested in case of an order issued by the judicial system of Malaysia or the relevant countries. When the information is requested by the judicial system including police department, they do not have to get the consent of the organization to do so.

Regulatory Approvals

The Company’s business operations are subject to the following law and regulations:

(a)

The Local Government Act 1976 of Malaysia empowers every local authority to create, amend or revoke any by-laws in respect of the local government area, and to grant any licence or permit of any trade, occupation or premises and such licence shall be subject to such conditions and restrictions as the local authority may prescribe. The Company is required to apply for business premises licenses for their operating premise from the relevant local authority and has obtained the same from the relevant local authority.

(b)

Personal Data Protection Act 2010 (“PDPA”), which governs the processing of the personal data of its clients and employees.

Clients and Contracts

As of April 30, 2024, the Company provided services to over 76 of its own clients, partnering with leading corporations across the Asia Pacific region spanning various sectors such as financial services, hospitality, infrastructure, transportation, education, and the public sector. Their operations remained concentrated on executing implementation services for newly on-boarded clients, underscoring its dedication to sustained growth and expansion, all powered by licensed software from PeopleSoft, Dayforce, Workplaze, and Microimage,.

The following chart represents the Company’s top clients and years of service:

Customer	Industry	Tier Type	Years of Service	Estimated Annual Contract Revenue (USD)	Products	Type of Services
A regulatory authority in Malaysia	Financials/Pension Fund	One	25	255,281	Oracle PeopleSoft HCM	Delivery/Maintenance Support
A regulatory authority in Malaysia	Local City Council/Public Sector	One	7	425,468	Oracle PeopleSoft HCM	Delivery/Maintenance Support
A Malaysian financial institution	Financials/Local Bank	One	17	63,820	Oracle PeopleSoft HCM	Delivery/Maintenance Support
An international hospitality company headquartered outside of Malaysia	Hospitality	Two	11	85,093	SunFish Workplaze	SaaS/Delivery/Support
An international companies headquartered in Malaysia	Entertainment/Amusement Park	Two	12	21,273	SunFish Workplaze	SaaS/Delivery/Support

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Employees

As of July 31,2022 and 2023, the Company had a total of 41 and 40 full-time employees in Malaysia, carrying out the following primary functions:

	As of July 31,
Department	2022		2023
Accounting		2		2
Operations		32		29
Customer Services		1		1
HR & Admin		2		2
Management		2		3
Sales & Marketing		2		3
Total		41		40

Facilities

The Company is a private limited company incorporated under the laws of Malaysia on 14 February 1990. The principal office is located at Lot 2-3, Incubator 3, Technology Park Malaysia, Bukit Jalil, 57000 Kuala Lumpur. The telephone number is +603 8996 6822.

Legal Proceedings

From time to time, the Company may become involved in legal proceedings arising in the ordinary course of its business. The Company is not currently a party to any legal proceedings the outcome of which, if determined adversely to it, would individually or in the aggregate have a material adverse effect on its business, financial condition, or results of operations.

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TTNP’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION  

The following discussion and analysis of TTNP’s financial condition and results of operations should be read in conjunction with TTNP’s financial statements and the related notes to those statements included elsewhere in this proxy statement/prospectus. In addition to historical financial information, the following discussion contains forward-looking statements that involve risks and uncertainties. TTNP’s actual results could differ materially from those discussed in the forward-looking statements as a result of many factors, including those factors set forth in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements”, which you should review for a discussion of some of the factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis and elsewhere in this proxy statement/prospectus.

Forward-Looking Statements

This proxy statement/prospectus or the documents incorporated by reference herein may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that involve substantial risks and uncertainties. TTNP has attempted to identify forward-looking statements by terminology including “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “should,” or “will” or the negative of these terms or other comparable terminology. Although TTNP does not make forward looking statements unless TTNP believes that it has a reasonable basis for doing so, TTNP cannot guarantee their accuracy. Forward-looking statements included or incorporated by reference in this report or other filings with the SEC include, but are not necessarily limited to, those relating to uncertainties relating to:

● Our ability to complete one or more strategic transactions, including the Business Combination, that will maximize its assets or otherwise provide value to stockholders;

● our ability to raise capital when needed;

● difficulties or delays in the product development and regulatory process; and

● protection for its patents and other intellectual property or trade secrets.

Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by which, that performance or those results will be achieved. Forward-looking statements are based on information available at the time they are made and/or management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties, including the risks outlined under “Risk Factors” or elsewhere in this proxy statement/prospectus, that could cause actual performance or results to differ materially from what is expressed in or suggested by the forward-looking statements.

Forward-looking statements speak only as of the date they are made. You should not put undue reliance on any forward-looking statements. TTNP assumes no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except to the extent required by applicable securities laws. If TTNP does update one or more forward-looking statements, no inference should be drawn that TTNP will make additional updates with respect to those or other forward-looking statements. TTNP caution you not to give undue weight to such projections, assumptions and estimates.

Probuphine^® and ProNeura^® are trademarks of Fedson. This proxy statement/prospectus also includes trade names and trademarks of other companies besides TTNP.

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Overview

TTNP is a pharmaceutical company that was previously developing therapeutics utilizing the proprietary long-term drug delivery platform, ProNeura^®, for the treatment of select chronic diseases for which steady state delivery of a drug has the potential to provide an efficacy and/or safety benefit. ProNeura consists of a small, solid implant made from a mixture of ethylene-vinyl acetate (“EVA”) and a drug substance. The resulting product is a solid matrix that is designed to be administered sub-dermally in a brief, outpatient procedure and is removed in a similar manner at the end of the treatment period.

TTNP’s first product based on the ProNeura technology was Probuphine^® (buprenorphine implant), which is approved in the United States, Canada and the European Union (“EU”) for the maintenance treatment of opioid use disorder in clinically stable patients taking 8 mg or less a day of oral buprenorphine. While Probuphine continues to be commercialized in the EU (as Sixmo™) by another company that had acquired the rights from TTNP, TTNP discontinued commercialization of the product in the United States during the fourth quarter of 2020 and subsequently sold the product in September 2023.

In December 2021, TTNP announced its intention to work with a financial advisor to explore strategic alternatives to enhance stockholder value, potentially including an acquisition, merger, reverse merger, other business combination, sales of assets, licensing or other transaction. In June 2022, TTNP implemented a plan to reduce expenses and conserve capital that included a company-wide reduction in salaries and a scale back of certain operating expenses to enable TTNP to maintain sufficient resources as it pursued potential strategic alternatives. In July 2022, David Lazar and Activist Investing LLC (collectively, “Activist”) acquired an approximately 25% ownership interest in TTNP, filed a proxy statement and nominated six additional directors, each of whom was elected to the TTNP Board at the 2022 Special Meeting. The exploration and evaluation of possible strategic alternatives by the TTNP Board continued following the 2022 Special Meeting. Following the election of the new directors at the Special Meeting, Dr. Marc Rubin was replaced as TTNP’s Executive Chairman, and David Lazar assumed the role of Chief Executive Officer. In connection with the termination of his employment as Executive Chairman, Dr. Rubin received aggregate severance payments of approximately $0.4 million. In December 2022, TTNP implemented additional cost reduction measures including a reduction in its workforce. In June 2023, David Lazar sold his approximately 25% ownership interest in TTNP to Choong Choon Hau, an outside investor. Mr. Lazar remained TTNP’s Chief Executive Officer.

On September 1, 2023, TTNP closed on the sale of the ProNeura Assets. In July 2023, TTNP entered into an Asset Purchase Agreement with Fedson for the sale of the ProNeura Assets. TTNP’s addiction portfolio consisted of the Probuphine and Nalmefene implant programs. The ProNeura Assets constituted only a portion of TTNP’s assets. In August 2023, TTNP entered into an Amendment and Extension Agreement (the “Amendment”) to the Asset Purchase Agreement, pursuant to which Fedson agreed to purchase the ProNeura Assets for a purchase price of $2.0 million, consisting of (i) $500,000 in readily available funds, paid in full on the ProNeura Closing Date, (ii) $500,000 in the form of a promissory note due and payable on October 1, 2023 (the “Cash Note”) and (iii) $1,000,000 in the form of a promissory note due and payable on January 1, 2024 (the “Escrow Note”). TTNP will also be eligible to receive potential milestone payments of up to $50 million on future net sales of the products and certain royalties on future net sales of the products. As further consideration, Fedson assumed all liabilities related to a pending employment claim against TTNP. On the ProNeura Closing Date, Fedson delivered a written guaranty by a principal of Fedson of Fedson’s obligations under both the Cash Note and Escrow Note. The Cash Note included provisions, which Fedson has exercised, allowing Fedson to extend the payment of the Cash Note to November 1, 2023 and again to December 1, 2023 upon payment of $5,000 for each extension. The Cash Note and Escrow Note were paid in December 2023 and January 2024, respectively. TTNP received the funds from the escrow account in February 2024.

On September 13, 2023, TTNP entered into a Purchase Agreement with Sire, pursuant to which TTNP issued 950,000 shares of TTNP Series AA Preferred Stockto Sire at a price of $10.00 per share, for an aggregate purchase price of $9,500,000. The purchase price consists of (i) $5 million in cash at closing and (ii) $4.5 million in the form of a promissory note from Sire, personally guaranteed by a principal of Sire, due and payable on September 23, 2023, subject to two 10-day extensions which include additional payments of $50,000 for each extension. The terms, rights, obligations and preferences of the Series AA Preferred Stock are set forth in the Certificate of Designations filed with the Secretary of State of the State of Delaware on September 13, 2023. Pursuant to the Purchase Agreement, David Lazar and Peter Chasey submitted their resignations from the TTNP Board. On October 12, 2023, the TTNP Board elected Brynner Chiam and Seow Gim Shen to the TTNP Board, and Seow Gim Shen as Chairman. Following the election of Messrs. Chiam and Seow to the TTNP Board, TTNP continued to extensively evaluate potential strategic partners.

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On April 2, 2024, Eric Greenberg, Matthew C. McMurdo and David Natan resigned from the TTNP Board, and each of David Lazar as Chief Executive Officer and Katherine Beebe DeVarney as President and Chief Operating Officer, resigned from TTNP. The TTNP Board subsequently appointed Firdauz Edmin Bin Mokhtar and Francisco Osvaldo Flores García as independent directors of the Company to fill two of the vacancies created by the resignations. In addition, Dato Seow Gim Shen was appointed as Chief Executive Officer and Principal Financial Officer and will continue to serve as the Company’s Chairman of the Board, which he has done since October 12, 2023. Following the reconstitution of the TTNP Board, the TTNP Board formed a Special Committee for purposes of evaluating and recommending TTNP’s entry into the proposed merger transaction with KE Sdn, culminating with TTNP’s entry into the Merger Agreement on August 19, 2024.

TTNP makes available free of charge through its website, www.titanpharm.com, its periodic reports as soon as reasonably practicable after TTNP electronically file such material with, or furnish it to, the SEC.

Recent Accounting Pronouncements

See Note 1 to the TTNP financial statements included in its 2023 Annual Report on Form 10-K for information on recent accounting pronouncements.

Critical Accounting Policies and Estimates

The preparation of its financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in its financial statements and accompanying notes. Actual results could differ materially from those estimates. TTNP believes the following accounting policies and estimates for the years ended December 31, 2023 and 2022 to be applicable:

Revenue Recognition

TTNP generates revenue principally from collaborative research and development arrangements, sales or licenses of technology and government grants. Consideration received for revenue arrangements with multiple components is allocated among the separate performance obligations based upon their relative estimated standalone selling price.

In determining the appropriate amount of revenue to be recognized as TTNP fulfills its obligations under our agreements, TTNP performs the following steps for its revenue recognition: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations based on estimated selling prices; and (v) recognition of revenue when (or as) TTNP satisfies each performance obligation.

Grant Revenue

TTNP has contracts with National Institute on Drug Abuse (“NIDA”), the Bill & Melinda Gates Foundation, and other government-sponsored organizations for research and development related activities that provide for payments for reimbursed costs, which may include overhead and general and administrative costs. TTNP recognizes revenue from these contracts as it performs services under these arrangements when the funding is committed. Associated expenses are recognized when incurred as research and development expense. Revenues and related expenses are presented gross in the statements of operations.

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Performance Obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. TTNP’s performance obligations include commercialization license rights, development services and services associated with the regulatory approval process.

TTNP has optional additional items in contracts, which are accounted for as separate contracts when the customer elects such options. Arrangements that include a promise for future commercial product supply and optional research and development services at the customer’s discretion are generally considered as options. TTNP assesses if these options provide a material right to the customer and, if so, such material rights are accounted for as separate performance obligations. If TTNP is entitled to additional payments when the customer exercises these options, any additional payments are recorded in revenue when the customer obtains control of the goods or services.

Transaction Price

TTNP has both fixed and variable consideration. Non-refundable upfront payments are considered fixed, while milestone payments are identified as variable consideration when determining the transaction price. Funding of research and development activities is considered variable until such costs are reimbursed at which point, they are considered fixed. TTNP allocates the total transaction price to each performance obligation based on the relative estimated standalone selling prices of the promised goods or services for each performance obligation.

At the inception of each arrangement that includes milestone payments, TTNP evaluates whether the milestones are considered probable of being achieved and estimate the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the value of the associated milestone is included in the transaction price. Milestone payments that are not within TTNP’s control, such as approvals from regulators, are not considered probable of being achieved until those approvals are received.

For arrangements that include sales-based royalties or earn-out payments, including milestone payments based on the level of sales, and the license or purchase agreement is deemed to be the predominant item to which the royalties or earn-out payments relate, TTNP recognizes revenue at the later of (a) when the related sales occur, or (b) when the performance obligation to which some or all of the royalty or earn-out payment has been allocated has been satisfied (or partially satisfied).

Allocation of Consideration

As part of the accounting for these arrangements, TTNP must develop assumptions that require judgment to determine the stand-alone selling price of each performance obligation identified in the contract. Estimated selling prices for license rights are calculated using the residual approach. For all other performance obligations, TTNP uses a cost-plus margin approach.

Timing of Recognition

Significant management judgment is required to determine the level of effort required under an arrangement and the period over which TTNP expects to complete its performance obligations under an arrangement. TTNP estimates the performance period or measure of progress at the inception of the arrangement and re-evaluate it each reporting period. This re-evaluation may shorten or lengthen the period over which revenue is recognized. Changes to these estimates are recorded on a cumulative catch-up basis. If TTNP cannot reasonably estimate when TTNP’s performance obligations either are completed or become inconsequential, then revenue recognition is deferred until TTNP can reasonably make such estimates. Revenue is then recognized over the remaining estimated period of performance using the cumulative catch-up method. Revenue is recognized for licenses or sales of functional intellectual property at the point in time the customer can use and benefit from the license. For performance obligations that are services, revenue is recognized over time proportionate to the costs that TTNP has incurred to perform the services using the cost-to-cost input method.

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Inventories

Inventories are recorded at the lower of cost or net realizable value. Cost is based on the first in, first out method. The determination of net realizable value requires judgment, including consideration of many factors, such as estimates of future product demand, product net selling prices, current and future market conditions and potential product obsolescence, among others.

Share-Based Payments

TTNP recognizes compensation expense for all share-based awards made to employees, directors and consultants. The fair value of share-based awards is estimated at the grant date based on the fair value of the award and is recognized as expense, net of estimated pre-vesting forfeitures, ratably over the vesting period of the award.

TTNP uses the Black-Scholes option pricing model to estimate the fair value method of its awards. Calculating stock-based compensation expense requires the input of highly subjective assumptions, including the expected term of the share-based awards, stock price volatility, and pre-vesting forfeitures. TTNP estimates the expected term of stock options granted for the years ended December 31, 2023 and 2022 based on the historical experience of similar awards, giving consideration to the contractual terms of the share-based awards, vesting schedules and the expectations of future employee behavior. We estimate the volatility of TTNP’s common stock at the date of grant based on the historical volatility of TTNP’s common stock. The assumptions used in calculating the fair value of stock-based awards represent TTNP’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and we use different assumptions, TTNP’s stock-based compensation expense could be materially different in the future. In addition, we estimate the expected pre-vesting forfeiture rate and only recognize expense for those shares expected to vest. We estimate the pre-vesting forfeiture rate based on historical experience. If TTNP’s actual forfeiture rate is materially different from TTNP’s estimate, TTNP’s stock-based compensation expense could be significantly different from what we have recorded in the current period.

Income Taxes

TTNP makes certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments occur in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes.

As part of the process of preparing TTNP’s financial statements, TTNP is required to estimate its income taxes in each of the jurisdictions in which TTNP operates. This process involves TTNP’s estimating its current tax exposure under the most recent tax laws and assessing temporary differences resulting from differing treatment of items for tax and accounting purposes.

TTNP assesses the likelihood that TTNP will be able to recover its deferred tax assets. TTNP considers all available evidence, both positive and negative, expectations and risks associated with estimates of future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for a valuation allowance. If it is not more likely than not that TTNP will recover its deferred tax assets, TTNP will increase its provision for taxes by recording a valuation allowance against the deferred tax assets that TTNP estimates will not ultimately be recoverable.

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Clinical Trial Accruals

TTNP also records accruals for estimated ongoing clinical trial costs. Clinical trial costs represent costs incurred by Contract Research Organizations (“CROs”) and clinical sites. These costs are recorded as a component of research and development expenses. Under TTNP’s agreements, progress payments are typically made to investigators, clinical sites and CROs. TTNP analyzes the progress of the clinical trials, including levels of patient enrollment, invoices received and contracted costs when evaluating the adequacy of accrued liabilities. Significant judgments and estimates must be made and used in determining the accrued balance in any accounting period. Actual results could differ from those estimates under different assumptions. Revisions are charged to expense in the period in which the facts that give rise to the revision become known. The actual clinical trial costs for studies conducted in the past two years have not differed materially from the estimated projection of expenses.

Warrants Issued in Connection with Equity Financing

TTNP generally accounts for warrants issued in connection with equity financings as a component of equity, unless there is a deemed possibility that TTNP may have to settle warrants in cash. For warrants issued with deemed possibility of cash settlement, TTNP records the fair value of the issued warrants as a liability at each reporting period and record changes in the estimated fair value as a non-cash gain or loss in the statements of operations.

Leases

TTNP determines whether the arrangement is or contains a lease at inception. Operating lease right-of-use assets and lease liabilities are recognized at the present value of the future lease payments at commencement date. The interest rate implicit in lease contracts is typically not readily determinable, and therefore, TTNP uses its incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Certain adjustments to the right-of-use asset may be required for items such as initial direct costs paid or incentives received.

Lease expense is recognized over the expected term on a straight-line basis. Operating leases are recognized on TTNP’s balance sheet as right-of-use assets, operating lease liabilities, current and operating lease liabilities, non-current.

* * *

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Results of Operations for the Year Ended December 31, 2023 Compared to Year Ended December 31, 2022

Revenues

	For the Years ended December 31,
	2023		2022		Change
	(in thousands)
Revenue:
License revenue	$	1	$	60	$	(59	)
Grant revenue		183		497		(314	)
Total revenue	$	184	$	557	$	(373	)

License revenues for the year ended December 31, 2023 consisted of royalties received on sales of Probuphine by Knight in Canada. License revenues for the year ended December 31, 2022 consisted primarily of an upfront license payment of approximately $50,000 related to the use of ProNeura technology for ophthalmic use and royalties received on sales of Probuphine by Knight in Canada.

The decrease in grant revenue was primarily due to decreased activities related to the NIDA grant for the development of a Nalmefene implant and the Bill & Melinda Gates Foundation grant.

Operating Expenses

	For the Years ended December 31,
	2023		2022		Change
	(in thousands)
Operating expenses:
Research and development	$	1,913	$	4,758	$	(2,845	)
General and administrative		5,548		6,034		(486	)
Total operating expenses	$	7,461	$	10,792	$	(3,331	)

The decrease in research and development costs was primarily associated with reduced activities related to non-clinical studies required for the IND submission as part of TTNP’s NIDA grant for the development of a Nalmefene implant, decreases in expenses related to initial non-clinical proof of concept studies related to the TP-2021 implant program and decreases in research and development personnel-related costs and other expenses following a December 2022 reduction in workforce. Other research and development expenses include internal operating costs such as research and development personnel-related expenses, non-clinical and clinical product development related travel expenses, and allocation of facility and corporate costs. As a result of the risks and uncertainties inherently associated with pharmaceutical research and development activities described elsewhere in this document, TTNP is unable to estimate the specific timing and future costs of its clinical development programs or the timing of material cash inflows, if any, from product candidates. However, TTNP anticipates that its research and development expenses will increase as TTNP continues its current or any future development programs to the extent these costs are not supported through grants or partners.

The decrease in general and administrative expenses was primarily related to decreases in legal and other professional fees. This was partially offset by increases in employee-related expenses, non-cash stock-based compensation and Director fees.

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Other Expenses, Net

	For the Years ended December 31,
	2023			2022			Change
	(in thousands)
Other income (expense):
Interest income, net	$	5		$	53		$	(48	)
Other expense, net		(52	)		(24	)		(28	)
Gain on asset sale		1,755			-			1,755
Other income, net	$	1,708		$	29		$	1,679

Net Loss and Net Loss per Share

TTNP’s net loss applicable to common stockholders for the year ended December 31, 2023 was approximately $5.6 million, or approximately $7.41 per share, compared to TTNP’s net loss continuing operations applicable to common stockholders of approximately $10.2 million, or approximately $15.19 per share, for the comparable period in 2022.

Off-Balance Sheet Arrangements

TTNP has never entered into any off-balance sheet financing arrangements, and TTNP has never established any special purpose entities. TTNP has not guaranteed any debt or commitments of other entities or entered into any options on non-financial assets.

Results of Operations for the Six Months ended June 30, 2024 and June 30, 2023

Revenues

	Six Months Ended June 30,
(in thousands)	2024		2023		Change
Revenues:
License revenue	$	-	$	1	$	(1	)
Grant revenue		-		180		(180	)
Total revenues	$	-	$	181	$	(181	)

The decrease in total revenues for the six months ended June 30, 2024 was primarily due to the completion of activities related to development grants in February 2024.

Operating Expenses

	Six Months Ended June 30,
(in thousands)	2024		2023		Change
Operating expenses:
Research and development	$	-	$	1,003	$	(1,003	)
General and administrative		3,137		2,463		674
Total operating expenses	$	3,137	$	3,466	$	(329	)

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The decrease in research and development costs for the six months ended June 30, 2024 was primarily associated with the completion of activities related to TTNP’s development grants, decreases in expenses related to initial non-clinical proof of concept studies related to TTNP’s TP-2021 implant program and decreases in research and development personnel-related costs and other expenses. Other research and development expenses include internal operating costs such as research and development personnel-related expenses, non-clinical and clinical product development related travel expenses, and allocation of facility and corporate costs. As a result of the risks and uncertainties inherently associated with pharmaceutical research and development activities described elsewhere in this document, TTNP is unable to estimate the specific timing and future costs of TTNP’s clinical development programs or the timing of material cash inflows, if any, from TTNP’s product candidates.

The increase in general and administrative expenses for the six months ended June 30, 2024 was primarily related to increases in severance expenses and board payments offset by decreases in non-cash stock based compensation.

Other Income (Expense), Net

	Six Months Ended June 30,
(in thousands)	2024			2023			Change
Other income (expense):
Interest income (expense), net	$	1		$	29		$	(28	)
Other expense, net		(17	)		(5	)		(12	)
Other income (expense), net	$	(16	)	$	24		$	(40	)

The decrease in other income (expense), net for the six months ended June 30, 2024 was primarily due to decreases in interest income and non-income tax related expenses.

Net Loss and Net Loss per Share

TTNP’s net loss from operations for the six-month period ended June 30, 2024 was approximately $3.2 million, or approximately $3.57 per share, compared to a net loss from operations of approximately $3.3 million, or approximately $4.34 per share, for the comparable period in 2023.

Liquidity and Capital Resources

TTNP has funded its operations since inception primarily through the sale of securities and the issuance of debt, as well as with proceeds from warrant and option exercises, corporate licensing and collaborative agreements, and government-sponsored research grants. At June 30, 2024, TTNP had a working capital of approximately $4.0 million compared to working capital of approximately $6.6 million at December 31, 2023 and working capital of approximately $1.0 million at December 31, 2022.

In September 2023, TTNP entered into a purchase agreement with Sire, pursuant to which TTNP agreed to issue 950,000 shares of its Series AA Convertible Preferred Stock at a price of $10.00 per share, for an aggregate purchase price of $9.5 million. The purchase price consisted of (i) $5.0 million in cash at closing and (ii) $4.5 million in the form of a promissory note from Sire which was paid in September 2023. The net cash proceeds from this transaction were approximately $9.5 million.

In September 2023, TTNP closed on the sale of the ProNeura Assets pursuant to the Asset Purchase Agreement with Fedson. The ProNeura Assets constituted only a portion of TTNP’s assets. In August 2023, TTNP entered into an Amendment to the Asset Purchase Agreement, pursuant to which Fedson agreed to purchase the ProNeura Assets for a purchase price of $2.0 million, consisting of (i) $500,000 in readily available funds, paid in full on the ProNeura Closing Date, (ii) $500,000 in the form of the Cash Note and (iii) $1,000,000 in the form of the Escrow Note. TTNP will also be eligible to receive potential milestone payments of up to $50 million on future net sales of the products and certain royalties on future net sales of the products. As further consideration, Fedson assumed all liabilities related to a pending employment claim against TTNP. On the ProNeura Closing Date, Fedson delivered a written guaranty by a principal of Fedson of all of Fedson’s obligations under both the Cash Note and Escrow Note. The Cash Note included provisions, which Fedson has exercised, allowing Fedson to extend the payment of the Cash Note to November 1, 2023 and again to December 1, 2023 upon payment of $5,000 for each extension. The Cash Note and Escrow Note were paid in December 2023 and January 2024, respectively. We received the funds from the escrow account in February 2024.

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In August 2023, TTNP received $500,000 in funding in exchange for the issuance of a convertible promissory note for that principal amount to Choong Choon Hau (the “Hau Promissory Note”). Pursuant to the Hau Promissory Note, the principal amount will accrue interest at a rate of 10% per annum and will be payable monthly. All principal and accrued interest shall be due and payable on January 8, 2024, unless extended as provided. All or part of the Hau Promissory Note could be converted into TTNP common stock at a conversion price of $9.32 per share from time to time following the issuance date and ending on the maturity date. In March 2024, the Hau Promissory Note, along with accrued interest, was converted into 54,132 shares of TTNP common stock.

At June 30, 2024, TTNP had cash and cash equivalents of approximately $4.1 million. At December 31, 2023, TTNP had cash and cash equivalents of approximately $6.8 million.

Sources and Uses of Cash

	Six months Ended June 30,
(in thousands)	2024			2023
Net cash used in operating activities	$	(2,681	)	$	(3,011	)
Net decrease in cash and cash equivalents	$	(2,681	)	$	(3,011	)

***

	2023			2022
As of December 31:
Cash and cash equivalents	$	6,761		$	2,937
Working capital	$	6,574		$	973
Current ratio		5.55:1			1.37:1
For the Years Ended December 31:
Cash used in operating activities	$	(7,092	)	$	(8,183	)
Cash provided by investing activities	$	732		$	-
Cash provided by financing activities	$	10,000		$	4,984

Net cash used in operating activities for the six months ended June 30, 2024 consisted primarily of its net loss of approximately $3.2 million, offset by approximately $0.5 million related to net changes in operating assets and liabilities. Net cash used in operating activities for the six months ended June 30, 2023 consisted primarily of its net loss of approximately $3.3 million, approximately $0.4 million related to net changes in operating assets and liabilities, partially offset by approximately $0.6 million of non-cash charges primarily related to stock-based compensation and depreciation and amortization. Net cash used in operating activities for the year ended December 31, 2023 consisted primarily of the net loss for the period of approximately $5.6 million, approximately $1.8 million of gains related to the sale of assets and approximately $1.2 million related to net changes in operating assets and liabilities. This was partially offset by approximately $1.3 million of non-cash stock-based compensation and approximately $0.1 million of depreciation and amortization expense. Uses of cash in operating activities were primarily to fund product development programs and administrative expenses.

Net cash provided by investing activities for the year ended December 31, 2023 was primarily related to net proceeds from the sale of assets and liabilities to Fedson.

Net cash provided by financing activities for the year ended December 31, 2023 consisted of approximately $9.5 million of net cash proceeds from the issuance of preferred stock and approximately $0.8 million of proceeds from short-term debt. This was partially offset by approximately $0.3 million related to payments on short-term notes payable.

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THE COMPANY’S MANAGEMENT’S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Unless the context otherwise requires, for purposes of this section, the terms “GCL”, “we,” “us,” or “our,” refer to KE Sdn and its subsidiaries prior to the consummation of the Business Combination. You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes included elsewhere in this prospectus. Some of the information contained in this discussion and analysis is set forth elsewhere in this prospectus, including information with respect to our plans and strategy for our business and related financing, and includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in this proxy statement/prospectus titled “Risk Factors.” Our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

KE Sdn seeks to deliver effective and cost-efficient human capital management (“HCM”) solutions to customers who have different levels of need and challenges. We work closely with our clients as one unit focusing on designing and implementing different applications for financial management, spend management, human capital management, planning, and analytics. We believe post implementation support is essential to customers, hence both our in-house expertise and the provision of maintenance, training and other support services to meet the different needs of customers. As a leading provider of HCM software in Malaysia, KE Sdn has introduced   numerous cutting-edge HCM solutions to that market, such as Oracle PeopleSoft HCM, Oracle PeopleSoft Financials, Sunfish HR Solutions DayForce and MiHCM, through our holistic, integrated and reliable services. The services and solutions offered encompass a wide range of human resource management needs, catering to various industries and supporting key aspects of the HR lifecycle.

We have applied our expertise with PeopleSoft Human Resource and Payroll and PeopleSoft Financials since 1993. With a 30-year plus track record, we have a strong, diverse client base, from medium-sized and large organizations within numerous industry categories, including financial services, hospitality, public sector, telecommunication, education, healthcare and manufacturing. We operate directly in Malaysia and Singapore and with services partners in other parts of the Asia Pacific region. While we continue to expand our services partner arrangements to further support our customers, we also intend to develop an innovative HCM cloud solution designed for small to medium enterprises by offering a suite of integrated modules, including talent acquisition, performance management, learning and development, etc., powered by artificial intelligence (“AI”) and cloud technology. We also expect to enlarge our regional presence in Southeast Asia by expanding our operations to Indonesia and the Philippines.

The HCM market in this region is changing significantly through the adoption of mobile applications, digitalization and AI. We expect opportunities not only from existing and new client adoption of cloud-based software solutions, but also in providing the corresponding services that they require.

Certain Factors Affecting Our Performance

Impact of New Customer Acquisition

Our future growth is significantly contingent upon our capacity to attract new clients. If our efforts to attract new customers are insufficiently successful, our revenue and rate of revenue growth may also decline. From our experience, our strategy of providing incident response and proactive services help tremendously our drive for new customers. Many organizations in Southeast Asia region have not yet adopted cloud-based HCM solutions, and, given our broad range of products and services tailored to organizations of varying sizes across multiple industries, we are optimistic about available expansion opportunities.

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Impact of Maintaining Customer Retention and Increasing Sales

Our ability to increase revenue also depends in large part on our ability to retain our existing customers. We are dedicated to growing sales through our existing customer base by expanding our product offerings, augmenting support and enhancement services, and providing upgrade services. For example, as of July 31, 2022 and 2023, our subscription renewal rate for our existing customers was 100%. For the nine months ended April 30, 2023 and 2024, our subscription renewal rate for our existing customers was 100%.

Impact of Number of Consultants on Implementation and Maintenance

Our ability to increase revenue is heavily influenced by the number of consultants dedicated to implementation and maintenance services in the projects. These professionals are crucial in ensuring the punctual delivery of projects to our clients. Augmenting our team in these areas can significantly shorten the project implementation and sales cycles. Additionally, a strong sales force is indispensable for broadening our customer base by actively engaging with a larger pool of potential clients. As of July 31, 2022 and 2023, we had 32 and 29 consultants, respectively. As of April 30, 2023, and 2024, we had 35 and 30 consultants, respectively.

Key Financial and Operating Measures

We measure our business using annual recurring revenue and non-GAAP financial measures to manage our business and monitor results of operations. We believe that the financial statements and the other financial data included in, or incorporated by reference into, this proxy statement/prospectus have been prepared in a manner that complies, in all material respects, with generally accepted accounting principles in the United States, or GAAP, and the regulations published by the SEC.

Annual Recurring Revenue

	April 30,
	2023		2024
Software Maintenance Annual Recurring Revenue	$	696,740	$	755,607
Cloud-Subscription Annual Recurring Revenue		162,640		177,294
Total Annual Recurring Revenue	$	859,380	$	932,901

	July 31,
	2022		2023
Software Maintenance Annual Recurring Revenue	$	900,809	$	1,077,768
Cloud-Subscription Annual Recurring Revenue		164,968		195,832
Total Annual Recurring Revenue	$	1,065,777	$	1,273,600

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Annual Recurring Revenue (“ARR”) represents the expected annual billing amounts from all active maintenance and subscription agreements. ARR is calculated based on the contract Monthly Recurring Revenue (“MRR”) multiplied by 12. MRR is calculated based on the accounting adjusted total contract value divided by the number of months of the agreement based on the start and end dates of each contracted line item. The aggregate ARR calculated at the end of each reported period represents the value of all contracts that are active as of the end of the period, including those contracts that have expired but are still under negotiation for renewal. We typically allow for a grace period of up to six months past the original contract expiration quarter during which we engage in the renewal process before we report the contract as lost / inactive. This grace-period ARR amount has been less than 2% of the reported ARR in each period presented. If there is an actual cancellation of an ARR contract, we remove that ARR value at that time.

We believe ARR is an important metric for understanding our business since it tracks the annualized cash value collected over a 12-month period for all of our recurring contracts, irrespective of whether it is a maintenance contract on a perpetual license or a SaaS subscription contract. ARR should be viewed independently of total revenue and deferred revenue related to our software and services contracts and is not intended to be combined with or to replace either of those items.

Maintenance Annual Recurring Revenue

Maintenance Annual Recurring Revenue (“Maintenance ARR”) represents the portion of ARR only attributable to our maintenance contracts.

We believe that the Maintenance ARR is a helpful metric for understanding our business since it represents the approximate annualized cash value collected over a 12-month period for all our maintenance contracts. Maintenance ARR comes basically from maintenance contracts supporting our perpetual licenses. Maintenance ARR is recognized on the 12 months cycle. Any contracted maintenance revenue beyond the 12 months is considered as deferred revenue. As we continue to shift our focus from perpetual licenses to cloud-based subscriptions, we expect Maintenance ARR will decrease in future quarters.

Subscription Annual Recurring Revenue

Subscription Annual Recurring Revenue (“Subscription ARR”) represents the portion of ARR only attributable to our subscription contracts.

We believe that Subscription ARR is a helpful metric for understanding our business since it represents the approximate annualized cash value collected over a 12-month period for all of our recurring subscription contracts. Subscription ARR, which excludes maintenance contracts on our perpetual licenses, provides an insight to our periodic performance and overall size and scale of our subscription business. This is especially important, as the Company continues to focus efforts on subscription-based licensing. Subscription ARR should be viewed independently of subscription revenue and deferred revenue related to subscription contracts and is not intended to be combined with or to replace either of those items.

Non-GAAP Financial Measures

We believe the non-GAAP financial measures presented in this document will help investors understand our financial condition and operating results and assess our future prospects. We believe these non-GAAP financial measures, each of which is discussed in greater detail below, are important supplemental measures because they exclude unusual or non-recurring items, as well as non-cash items that are unrelated to or may not be indicative of our ongoing operating results. Further, when read in conjunction with our U.S. GAAP results, these non-GAAP financial measures provide a baseline for analyzing trends in our underlying businesses and can be used by management as a tool to help make financial, operational and planning decisions.

We recognize that these non-GAAP financial measures have limitations, including that they may be calculated differently by other companies or may be used under different circumstances or for different purposes, thereby affecting their comparability from company to company. In order to compensate for these and the other limitations discussed below, management does not consider these measures in isolation from or as alternatives to the comparable financial measures determined in accordance with U.S. GAAP. Readers should review the reconciliations below and should not rely on any single financial measure to evaluate our business.

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We define these non-GAAP financial measures as:

Adjusted EBITDA and Adjusted EBITDA Margin - The Company defines Adjusted EBITDA as net earnings before income taxes, depreciation, deal related transaction costs, acquisition and foreign exchange. Adjusted EBITDA Margin is calculated by dividing Adjusted EBITDA by revenue. Adjusted EBITDA and Adjusted EBITDA Margin are not measures calculated in accordance with U.S. GAAP, and they should not be considered an alternative to any financial measures that were calculated under U.S. GAAP. Adjusted EBITDA and Adjusted EBITDA Margin are used to facilitate a comparison of the ordinary, ongoing and customary course of our operations on a consistent basis from period to period and provide an additional understanding of factors and trends affecting our business. Adjusted EBITDA and Adjusted EBITDA Margin are driven by changes in volume, performance, contract mix and general and administrative expenses and investment levels. Performance, as used in this definition, refers to changes in profitability and is primarily based on adjustments to estimates at completion on individual contracts. These adjustments result from increases or decreases to the estimated value of the contract, the estimated costs to complete the contract, or both. These measures therefore assist management and our board and may be useful to investors in comparing our operating performance consistently over time as they remove the impact of our capital structure, asset base and items outside the control of the management team and expenses that do not relate to our core operations. Adjusted EBITDA and Adjusted EBITDA Margin may not be comparable to similarly titled non-GAAP measures used by other companies as other companies may have calculated the measures differently. The reconciliation of Adjusted EBITDA to net earnings is provided below:

Adjusted EBITDA Reconciliation:

	Years ended July 31,						Nine months ended April 30,
	2022			2023			2023			2024
Net income (loss)	$	(86,556	)	$	11,686		$	15,298		$	(296,005	)
Interest expense		68,883			49,915			41,126			39,225
Income tax provision		-			-			-			-
Amortization and depreciation		349			48			36			109
EBITDA		(17,324	)		61,649			56,460			(256,671	)
Deal related Transaction Cost		0			0			0			355,450
Foreign exchange		12,477			964			(861	)		15,982
Adjusted EBITDA	$	(4,847	)	$	62,613		$	55,599		$	114,761
Adjusted EBITDA Margin		-0.20	%		3.00	%		3.30	%		7.40	%

Components of Results of Operations

Revenues

We provide our customers with HCM solutions using Oracle PeopleSoft HCM, Oracle PeopleSoft Financials, Sunfish Workplaze, Dayforce HCM, and MiHCM Cloud, all of which are third party HCM software, developed and owned by different corporations. We derive our revenues from maintenance services, implementation services, SaaS subscription services, licensing and other services, including training services, sales of hardware and other supporting activities related to software.

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Maintenance services revenues are generally recognized over time using an output-based method. The maintenance services provided to customers are based on Software Maintenance and Support Service Agreements signed between with our customers. The duration of the services is normally between one to three years. Customers are generally billed in advance before the services are provided. Customers will have up to 45 days to make payments from the date of receipt of the original invoice. The fees vary based on different applications in use and the support model that is adopted, including here the degree of support activities involved. The maintenance services can be either bundled with other relevant services or on its own. The maintenance and support services include troubleshooting, addressing and resolving a customer’s legitimate concerns. Maintenance services revenue accounted for approximately 37% and 36% of our total revenue for the nine months ended April 30, 2023 and 2024, respectively. Maintenance services revenue accounted for approximately 45% of our total revenue during fiscal 2022 and 2023. Approximately 90% of the revenue generated from maintenance services is from the Oracle PeopleSoft HCM,  with a small contribution from Oracle PeopleSoft Financials; the rest of the revenues were generated from SunFish, Workplaze, and MiHCM Cloud solutions.

Implementation services revenues are recognized over time as services involve setting the system, configuration, customization work, loading customers’ data, testing and certification for production of the software, which are considered to be part of delivery activities. As each customer has different HR policies such as overtime wage rates, leave entitlements, claim metrics, performance appraisals, policy matters and statutory compliance, we deliver solutions that are highly configured and tailored to the different business needs of different customers. Our implementation contracts run typically from six to 18 months, with firm commitments for performance from both parties. We generally charge the customers based on the milestones listed in our scope of services. We may provide certain customers with flexible payment terms, and the timing of revenue recognition may differ from the timing of invoicing to our customers. Implementation services revenue accounted for approximately 37% and 34% of our total revenue for the nine months ended April 30, 2023 and 2024, respectively, and approximately 40% and 34% of our total revenue during fiscal 2022 and 2023, respectively.

SaaS Subscription services revenues are generally recognized over time. The contract we sign with clients also includes relevant consultancy and implementation services bundled into a single performance obligation. Customers are typically charged a one-time upfront access fee for the use of the software solution. Our SaaS subscription contracts typically have a term of one to three years with very restrictive cancellation clauses. We generally invoice our customers quarterly, semi-annually or annually in advance for SaaS subscriptions. Subscription revenues are driven primarily by the number of user access, the headcount of the organization, and the specific application modules subscribed. Over time, these revenue variables will continue to expand, as the business of the customer grows. Subscription revenue accounted for approximately 16% and 20% of our total revenue for the nine months ended April 30, 2023 and 2024, respectively, and approximately 5% and 11% of our total revenues during fiscal 2022 and 2023, respectively.

Licensing fee revenues are based on the conventional licensing model, in which the license to use the software is charged only once up front. Subsequent revenues for the licensing are annual support and maintenance charges for the licensed software. The revenue from licensing fees is recognized at the point in which the software licenses are made available to a customer. The charging parameters for the licensing include the number of user access, the headcount, and the relevant licensed modules purchased. Over time, the revenues will continue to expand so long as the business and the needs of the customer grow. Licensing fee revenue accounted for approximately 9% and 6% of our total revenue for the nine months ended April 30, 2023 and 2024, respectively, and approximately 8% and 7% of the total revenues generated in fiscal 2022 and 2023, respectively.

Other revenues are derived mainly from training services, sales of hardware and other support activities associated with software. Revenue is generally recognized over the service period. Revenues from these sources augment our core activities, i.e., implementation, maintenance, SaaS subscription services and licensing. Other revenues also generated from sales of hardware, for example, Facial Recognition (“FR”) access and attendance systems and closed-circuit television (“CCTV”). Other revenues accounted for approximately 2% and 4% of our total revenue for the nine months ended April 30, 2023 and 2024, respectively, and approximately 2% and 3% of the total revenues generated in fiscal 2022 and 2023, respectively.

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Our charging matrix depends on the types of services and activities provided to clients. We employ fixed charges with the option for variation orders for services related to a specific scope of work. For time and materials-based services, we charge usually by man-days utilized. For secondment services, we apply fixed charges based on the number of workdays, and we bill clients either weekly or monthly. We generally invoice our customers in arrears for our professional services. For contracts billed on a time and materials basis, revenues are recognized over time as the professional services are performed. For contracts billed on a fixed price basis, revenues are recognized over time based on the proportion of the professional services performed. In some cases, we supplement our consulting teams by subcontracting resources from our service partners and deploying them on customer engagements.

The mix of applications to which each customer subscribes can affect our financial performance, due to price differentials in our applications. Pricing for our applications varies based on many factors, including the number of users, the relevant application modules purchased or subscribed for, the size of the company in terms of head count, and in some cases the revenue of the company. New products or services offered by competitors in the future could also impact on the mix and pricing of our offerings.

Cost of Revenue and Expenses

Cost of revenues are comprised of the following:

In-house employee costs are primarily of salaries and other personnel-related costs, including employee benefits and bonuses, for employees providing services to our customers.

Direct costs consist of costs of third-party intellectual property fees (that is basically licensing fee and related maintenance) that we sell to the customer, the amortization of services costs, an allocation of general overhead costs and referral fees. Direct costs of third-party intellectual property fees include amounts paid for third-party licenses and related maintenance that we sell as part of our solutions. We also purchase software licenses from software vendors on a wholesale basis and resell them to our customers with a mark-up. We also outsource some implementation work to third-party IT companies, depending on project requirements or in the event of resource constraints.

Sales and marketing expenses. Sales and marketing expenses consist primarily of salaries and employee-related expenses, marketing and advertising expenses, and depreciation and rental expenses related to marketing functions.

General and administrative expenses. General and administrative expenses consist of salaries and employee-related expenses for finance and accounting, legal, human resources, information systems personnel, professional service fees, and rental expenses related to general and administrative personnel.

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Results of Operations

The following table sets forth our consolidated statement of operations data for the periods indicated:

	For the Nine Months Ended						For the Years Ended
	April 30,						July 31,
	2023			2024			2022			2023
Revenues	$	1,700,107		$	1,542,458		$	2,402,586		$	2,082,028
Cost of revenues		1,323,645			1,103,220			1,852,126			1,617,919
Gross profit		376,462			439,238			550,460			464,109
Operating expenses:
Selling and marketing expenses		9,192			10,885			15,788			12,255
General and administrative expenses		312,015			678,443			585,616			406,044
Total operating expenses		321,207			689,328			601,404			418,299
Income (loss) from operations		55,255			(250,090	)		(50,944	)		45,810
Interest expense		41,126			39,225			(68,883	)		(49,915	)
Other (income) expense, net		(1,169	)		6,690			33,271			15,791
Total other expenses, net		39,957			45,915			(35,612	)		(34,124	)
Income (loss) before income taxes		15,298			(296,005	)		(86,556	)		11,686
Income tax expense		-			-			-			-
Net income (loss)	$	15,298		$	(296,005	)	$	(86,556	)	$	11,686

Comparison of Nine months ended April 30, 2023 and 2024

Revenues

Our total revenues for the nine months ended April 30, 2023, and 2024, consist of revenues generated from maintenance services, implementation services, SaaS Subscription services, licensing and other services based on different types of software clients chose to implement and subscribe. Revenue generated from licensing services is one-time revenue and influenced by the number of new clients acquired. Once the new clients have licensed to a software product, they would have perpetual rights to use the software. If clients require upgrade version of the product or new function, KE Sdn will offer implementation and maintenance services. Hence, the revenue from implementation and maintenance services are highly generated by existing customers. Given the market’s continuing momentum shift to cloud-based digitalization solutions, more new clients are looking for cloud-based solutions.

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Revenue sources are as follows:

	For the nine months ended April 30,
	2023		2024		Change
Maintenance services	$	627,873	$	553,442		(12	%)
Oracle PeopleSoft HCM/Oracle PeopleSoft Financials		565,285		521,209		(8	%)
Sunfish HR Solution		37,193		20,458		(45	%)
MiHCM Cloud		25,395		11,775		(54	%)
Implementation services		625,724		517,485		(17	%)
Oracle PeopleSoft HCM/Oracle PeopleSoft Financials		484,819		437,765		(10	%)
Sunfish HR Solution		129,793		74,740		(42	%)
MiHCM Cloud		6,700		351		(95	%)
Dayforce HCM		4,412		4,629		5	%
SaaS Subscription services		267,630		314,598		18	%
Sunfish HR		137,941		183,807		33	%
MiHCM		129,689		130,791		1	%
Licensing		148,149		94,723		(36	%)
Oracle PeopleSoft HCM/Oracle PeopleSoft Financials		146,700		93,427		(36	%)
Sunfish HR Solution		1,449		1,296		(11	%)
Other		30,731		62,210		102	%
Total revenues	$	1,700,107	$	1,542,458		(9	%)

Total revenues were $1,700,107 for the nine months ended April 30, 2023, compared to $1,542,458 for the nine months ended April 30, 2024, a decrease of $157,649, or 9%, due principally to the decrease in revenue generated from maintenance, implementation and licensing services. To reverse the trend, the Company is intends to acquire new clients by expanding the sales force and network and hire more consultants to reduce time lags on delivery projects.

Maintenance services revenues were $627,873 for the nine months ended April 30, 2023, compared to $553,442 for the nine months ended April 30, 2024, a decrease of $ 74,431, or 12%. Implementation services revenues were $625,724 for the nine months ended April 30, 2023, compared to $517,485 for the nine months ended April 30, 2024, a decrease of $ 108,239, or 17%. The revenue decreased from maintenance and implementation services resulted because clients from two long-term projects changed their demands while KE Sdn conducted implementation, leading to delays on project deliveries and milestone achievements. In order to better adapt to the situation where KE Sdn needs to change the scope of work during the long-term projects, KE Sdn is planning to hire more expertise in the delivery team, which can reduce the time lags on implementation and maintenance projects.

Revenues generated from SaaS subscription services were $267,630 for the nine months ended April 30, 2023, compared to $314,598 for the nine months ended April 30, 202, an increase of $46,968 or 18%. The increase in revenue mainly from Sunfish SaaS services due to a few on-premises customers transitioned to hybrid solution that required SaaS subscription services for the nine months ended April 30, 2024. Given the market’s continuing momentum shift to cloud-based digitalization solutions, the Company expects that revenue from cloud-based solutions will continue to expand.

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Revenue generated in licensing services was $148,149 for the nine months ended April 30, 2023, compared to $94,723 for the nine months ended April 30, 2024, a decrease of $53,426 or 36%. The decrease in licensing services revenues was primarily due to fewer new clients’ being acquired for the nine months ended April 30, 2024 compared to the nine months ended April 30, 2023. To expand the client base, KE Sdn plans to enlarge the sales force and is looking for experienced senior managers for client acquisition.

Revenue generated from other services was $30,731 for the nine months ended April 30, 2023, compared to $62,210 for the nine months ended April 30, 2024, an increase of $31,479, or 102%. The revenue increase in other services was mainly derived from sales of hardware infrastructure and on-going maintenance of the device. With the growing adaptation of AI technology, the Company anticipates increasing demand from customers who need hardware infrastructure and software integration services.

Cost of Revenues and Expenses

Our costs and expenses for the nine months ended April 30, 2024, and 2023, were as follows:

	Nine Months Ended April 30,
	2023		2024		Change %
Costs of revenue
In-House Employee costs
Salaries	$	571,292	$	479,325		(16	%)
Benefits and bonus		114,351		101,667		(11	%)
Disbursements		797		20		(98	%)
Direct costs
Third-party licenses		620,545		514,240		(17	%)
Referral fees		16,660		7,969		(52	%)
Total costs of revenue	$	1,323,645	$	1,103,220		(17	%)
Selling and marketing expenses		9,192		10,885		18	%
General and administrative expenses		312,015		678,443		117	%
Total Operating expenses	$	321,207	$	689,328		115	%
Total Costs of revenue and operating expenses	$	1,644,850	$	1,792,548		9	%

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Total costs and expenses were $1,644,850 for the nine months ended April 30, 2023, compared to $1,792,548 for the nine months ended April 30, 2024, an increase of $147,698, or 9%. The increase in total costs and expenses was primarily due to an increase of $366,428 in general and administrative expenses, of which $355,450 of transaction costs related to the Business Combination has been recorded in the third quarter. Costs of revenue were $1,323,645 for the nine months ended April 30, 2023, compared to $1,103,220 for the nine months ended April 30, 2024, a decrease of $220,425, or 17%, due to three senior staff retirements.

Sales and Marketing

Sales and marketing expenses were $9,192 for the nine months ended April 30, 2023, compared to $10,885 for the nine months ended April 30, 2024, an increase of $1,693, or 18%. The increase in sales and marketing expenses resulted primarily from the Company’s adding to its Dayforce HCM and SaaS subscription services sales team.

We expect sales and marketing expenses to increase in absolute terms as we continue to invest in our domestic and international selling and marketing activities to expand awareness of our brand and product offerings to attract new and existing customers. In Malaysia, the digitalization of HR processes indicates that the data center market size could reach $2.252 billion by 2028, up from $1.31 billion in 2022, growing at a CAGR of 9.41% during this period. In the Philippines, software and service sales are forecasted to reach $95 million by 2025. Indonesia aims to achieve digital integration for 30 million micro, small, and medium enterprises (MSMEs) by 2024. With the growing number of data centers being built, the demand for systems software such as security and networking solutions and cloud-based HCM solutions will increase. The significant push for digital transformation by local businesses is expected to further bolster the adoption of HCM solutions, as organizations seek to streamline HR processes and adapt to evolving work environments. Consequently, our management team is expanding services related to digitalization, leading to increased sales and marketing expenses.

General and Administrative

General and administrative expenses were $312,015 for the nine months ended April 30, 2023, compared to $678,443 for the nine months ended April 30, 2024, an increase of $366,428, or 115%. The company recorded all incurred transaction costs of $355,450 related to the Business Combination for the nine months ended April 30, 2024 in the 2024 third fiscal quarter.

Liquidity and Capital Resources

We have been financing our operations through existing cash and bank balances, cash generated from our operations and external sources of funds, which consists of equity and debt financing. As of April 30, 2023 and 2024, the Group had cash and restricted cash of $543,369 and $521,012, respectively; and funding from the existing financial institutions credit lines available as of April 30, 2023 and 2024, totaled approximately $151,470 and $214,396, respectively. As of April 30, 2023 and July 31, 2024, we had an accumulated deficit of $412,345 and $708,350, respectively. KE Sdn had working capital deficits of $166,234 and $496,587 as of April 30, 2023 and July 31, 2024, respectively. We generated a net loss of $296,005 and net cash provided by operating activities of $200,346 for the nine months ended April 30, 2024.

Our long-term future capital requirements depend on many factors, including the effects of macroeconomic trends, customer growth rates, subscription renewal activity, the expansion of sales and marketing activities, and the introduction of new and enhanced services offerings. Given the post-pandemic growth of economic in APAC region and the trend on developing high-standard digital trade rules that promote cross-border data flows and discourage data localization, management has embarked on a development HCM cloud solution and scheduled to roll out the beta version of the software in the 2025 second fiscal quarter.

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Our cash flows for the nine months ended April 30, 2023 and 2024 were as follows:

	For the Nine Months Ended April 30,
	2023			2024
Net cash provided by (used in):
Operating activities	$	335,351		$	200,346
Investing activities		-			(1,299	)
Financing activities		(339,769	)		(200,802	)
Effect of exchange rate changes		(1,191	)		(25,306	)
Net decrease in cash, cash equivalents, and restricted cash	$	(5,609	)	$	(27,061	)

Operating Activities

Cash provided by operating activities was $335,351 and $200,346 for the nine months ended April 30, 2023 and 2024, respectively. For the nine months ended April 30, 2024, cash flow provided by operating activities was improved from accounts receivable billings and improvement of cash collections from customer advances, however, the increase in the general and administrative expenses paid by a shareholder offset the improvement of cash flow provided by operating activities and led to a decrease of cash provided by operating activities.

Investing Activities

Cash used in investing activities was nil, and $1,299, due to purchase of property and equipment for the nine months ended April 30, 2023 and 2024, respectively.

Financing Activities

For the nine months ended April 30, 2023, cash used in financing activities was $339,769, which was primarily due to a $159,630 repayment of long-term borrowings and a $165,263 repayment of loans provided by a related party.

For the nine months ended April 30, 2024, cash used in financing activities was $200,802, which was mainly due to a $122,911 repayment of long-term borrowings, a $143,596 repayment of loans provided by a related party and $111,685 proceeds of loans provided by a related party.

Borrowings

Our borrowings primarily consist of short-term bank overdraft and long-term term loans from commercial banks. The short-term bank overdraft was derived from a credit facility agreement the Company entered into with Alliance Bank Malaysia Berhad in 2010, with terms revised in 2013, 2015, 2017 and 2021. For the nine months ended April 30, 2023 and 2024, the Group made net repayment/ proceeds of bank overdraft of $32,646 and $10,994 respectively. For further information, see Note 8 to Consolidated Financial Statements.

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Comparison of Fiscal Years ended July 31, 2022 and 2023

Revenues

Our total revenues for fiscal 2022 and 2023, consists of revenues generated from maintenance services, implementation services, SaaS Subscription services, licensing and others services, which depend on the types of software a client chooses.

Revenue sources are as follows:

	For the years ended July 31,
	2022		2023		Change
Maintenance services	$	1,084,806	$	937,166		(14	%)
Oracle PeopleSoft HCM/ Oracle PeopleSoft Financials		984,334		839,000		(15	%)
Sunfish HR Solution		79,247		68,640		(13	%)
MiHCM Cloud		21,225		29,526		39	%
Implementation services		950,040		700,420		(26	%)
Oracle PeopleSoft HCM/ Oracle PeopleSoft Financials		780,598		519,647		(33	%)
Sunfish HR Solution		45,580		149,827		229	%
MiHCM Cloud		123,862		22,591		(82	%)
Dayforce HCM		-		8,355		-
SaaS Subscription services		115,618		226,630		96	%
Sunfish HR Hardware		69,436		149,640		116	%
MiHCM Hardware		46,182		76,990		67	%
Licensing		198,146		147,347		(26	%)
Oracle PeopleSoft HCM/ Oracle PeopleSoft Financials		152,596		145,905		(4	%)
Sunfish HR Solution		45,550		1,442		(97	%)
Other		53,976		70,465		31	%
Total revenues	$	2,402,586	$	2,082,028		(13	%)

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Total revenues were $2,402,586 for fiscal 2022, compared to $2,082,028 for fiscal 2023, a decrease of $320,558, or 13%, mainly due to the decrease in revenue generated in implementation services and licensing services.

Maintenance services revenues were $1,084,806 for fiscal 2022, compared to $937,166 for fiscal 2023, a decrease of $147,640, or 14%. Implementation services revenues were $950,040 for fiscal 2022, compared to $700,420 for fiscal 2023, a decrease of $249,620, or 26%. The decrease in revenue from maintenance services and implementation services resulted mainly from Oracle PeopleSoft and MiHCM. An Oracle PeopleSoft HCM customer delayed for a year the renewal of its annual maintenance agreement, which caused $220,000 in revenue for previous years to be recorded in 2022. Regardless of this revenue recorded in fiscal 2022, revenue generated in maintenance and implementation services on Oracle PeopleSoft HCM for fiscal 2023 increased due to increased demand from customers. Recovering from Covid-19, some existing customers have increased their headcounts, leading to increasing demand for the services needed from KE Sdn. The revenue generated from implementation services from MiHCM decreased 82%, while the revenue generated from Sunfish HR solution increased 229%, in FY 2023 compared to FY 2022. The shift in revenue was mainly because the Sunfish HR solution is more user-friendly for small-to-medium companies to implement and use, resulting in greater client demand for the Sunfish HR solution.

Revenues generated from SaaS subscription services were $115,618for fiscal 2022, compared to $226,630 for fiscal 2023, an increase of $111,012, or 96%. The increase in SaaS subscription services came from three new clients, who subscribed for the Sunfish SaaS services in fiscal 2023. Given the market’s continuing shift to cloud-based HCM solutions, the Company expects revenue from cloud-based solutions will continue to expand.

Cost of Revenues and Expenses

Our costs and expenses for fiscal 2022 and 2023, were as follows:

	Year Ended July 31,
	2022		2023		Change %
Costs of revenue
In-House Employee costs
Salaries	$	842,049	$	749,665		(11	%)
Benefits and bonus		109,673		137,757		26	%
Disbursements		2,033		801		(61	%)
Direct costs
Third-party licenses		881,978		710,520		(19	%)
Referral fees		16,393		19,174		17	%
Total costs of revenue	$	1,852,126	$	1,617,919		(13	%)
Selling and marketing expenses		15,788		12,255		(22	%)
General and administrative expenses		585,616		406,044		(31	%)
Total Operating expenses	$	601,404	$	418,299		(30	%)
Total Costs of revenue and operating expenses	$	2,453,530	$	2,036,218		(17	%)

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Total costs and expenses were $2,453,530 for fiscal 2022, compared to 2,036,218 for fiscal 2023, a decrease of $417,312, or 17%. The decrease in total costs and expenses was primarily due to two main factors. A decrease of $183,105 in operating expenses is primarily due to the reduction of two team members, resulting in a decrease in salaries and other personnel-related costs. Secondly, there was a decrease of $168,677 in third-party intellectual licenses purchasing. This decrease is directly linked to the acquisition of new clients. As the Company has acquired fewer new clients in the fiscal year 2023 compared to previous periods, the demand for licensing services has correspondingly decreased. Consequently, the Company has been able to reduce its outlay on third-party intellectual property licenses.

Sales and Marketing

Sales and marketing expenses were $15,788 for fiscal 2022, compared to $12,255 for fiscal 2023, a decrease of $3,533, or 22%. The decrease in sales and marketing is primarily because the Company reduced its MiHCM sales team in 2023.

We expect sales and marketing expenses to increase in absolute term as we continue to invest in our domestic and international selling and marketing activities to expand awareness of our brand and product offerings to attract new and existing customers, leading to increases in sales and marketing expenses in the near future.

General and Administrative

General and administrative expenses were $585,616 for fiscal 2022, compared to $406,044 for fiscal 2023, a decrease of $179,572, or 31%. The decrease in general and administrative expenses was primarily due to the reduction of director remuneration and reduction of one staff.

We foresee a moderation in general and administrative expenses as we progress further in our pursuit of automation and operational efficiency.

Liquidity and Capital Resources

We have been financing our operations through existing cash and bank balances, cash generated from our operations and external sources of funds, which consist of equity and debt financing. As of July 31, 2022 and 2023, the Group had cash and restricted cash of $548,978 and $548,073, respectively; and funding from the existing financial institutions credit lines available as of July 31, 2022 and 2023 totaled approximately $245,105 and $185,565, respectively. We generated net income of $11,686 and net cash provided by operating activities of $308,475 for the year end July 31, 2023. As of July 31, 2022 and 2023, we had accumulated deficits of $424,031 and $412,345, respectively. The Company had a working capital deficit of $70,932 and $166,234 as of July 31, 2022 and 2023, respectively.

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Our long-term future capital requirements depend on many factors, including the effects of macroeconomic trends, customer growth rates, subscription renewal activity, the expansion of sales and marketing activities, and the introduction of new and enhanced services offerings. To reverse the negative revenue trend the company faced in 2022 and 2023, the management team plans to expand the sales force and bring in experienced senior management to increase the client base and market share in Malaysia, Singapore, and Indonesia.

Our cash flows for fiscal 2022 and 2023 were as follows:

	Year Ended July 31,
	2022			2023
Net cash provided by (used in):
Operating activities	$	(252	)	$	308,475
Investing activities		(159	)		-
Financing activities		(25,626	)		(302,844	)
Effect of exchange rate changes		(29,856	)		(6,536	)
Net decrease in cash, cash equivalents, and restricted cash	$	(55,893	)	$	(905	)

Operating Activities

Cash used in operating activities was $252 for fiscal 2022; cash provided by operating activities was $308,475 for fiscal 2023. In fiscal 2023, the improvement in cash flow provided by operating activities was primarily due to decreased costs of revenue and operating expenses, improvements in A/R billings, and strong cash collections.

Investing Activities

Cash used in investing activities for fiscal 2022 was $159, due to purchase of property and equipment; cash used in investing activities for fiscal 2023 was nil.

Financing Activities

For fiscal 2022, cash provided by financing activities was $25,626, which was primarily due to repayment of $266,724 of long-term borrowings and $176,487 repayment of loans provided by a related party and offset by $117,658 proceeds from long-term borrowings and $305,911 proceeds of loans provided by a related party.

For fiscal 2023, cash used by financing activities was $302,844, which was mainly due to repayment of $205,563 of long-term borrowings and $177,695 repayment of loans provided by a related party.

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Borrowings

Our borrowings primarily consist of short-term bank overdraft and long-term term loan facilities from commercial banks. The short-term bank overdraft was derived from a credit facility agreement the Company entered into with Alliance Bank Malaysia Berhad in 2010, with terms revised in 2013, 2015, 2017 and 2021. For the year ended July 31, 2022, the Group made net payment of bank overdrafts of $30,500, and, for the year ended July 31, 2023, the Company received net proceeds from bank overdrafts of $56,849. For further information, see Note 8 to Consolidated Financial Statements.

Critical Accounting Policies and Estimates

Our consolidated financial statements are prepared in accordance with GAAP. The preparation of these consolidated financial statements requires us to make estimates, judgments, and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and related disclosures. On an ongoing basis, we evaluate our estimates, judgments, and assumptions. Our actual results may differ from these estimates under different assumptions or conditions.

We believe that of our significant accounting policies, which are described in Note 2, Summary of Significant Accounting Policies, of Notes to Consolidated Financial Statements, the following accounting policies and specific estimates involve a greater degree of judgment and complexity. Accordingly, these are the policies and estimates we believe are the most critical to aid in fully understanding and evaluating our consolidated financial condition and operating results.

Revenue Recognition

KE Sdn’s revenue is generated from maintenance services, implementation services, SaaS subscription fees, licensing fees and other supporting services. KE Sdn generally recognizes revenue from the sale of services as the services are performed, which is typically ratably over the term of a contract, which the Group believes to be the best measure of progress. The Group recognizes revenues as it satisfies performance obligations to its customers in an amount reflecting the total consideration it expects to receive from the customer.

KE Sdn adopted ASC Topic 606, “Revenue from Contracts with Customers (“ASC 606”)” for revenue recognition. The core principle of the guidance requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply these five steps:

Step 1: Identify the contract with the customer

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to the performance obligations in the contract

Step 5: Recognize revenue when the company satisfies a performance obligation

Identification of Performance Obligations

A performance obligation is a promise in a contract with a customer to transfer products or services that are distinct. Our contracts with customers may include multiple promises to transfer services to a customer. Determining whether products and services are distinct performance obligations that should be accounted for separately or combined as a single performance obligation may require significant judgment that requires the Company to assess the nature of the promise and the value delivered to the customer.

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The Company’s primary performance obligations consist of maintenance services, implementation services, SaaS subscription services, licensing and others. We satisfy these performance obligations over time as we transfer the promised services to our customers, except for the licensing fee. Revenue for a licensing fee is recognized at the point in which software licenses are made available to a customer. Maintenance, implementation, SaaS subscription and other supporting services consist of daily requirements to deliver service to the customer. Each day, the delivery of the service provides value to the customer, and each day represents a measure toward completion of the service. As such, these professional services meet the criteria to be a series of distinct services. In determining whether these professional services are distinct, we consider the following factors for each professional services agreement: availability of the services from other vendors, the nature of the professional services, the timing of when the professional services contract was signed in comparison to the subscription start date, and the contractual dependence of the service on the customer’s satisfaction with the professional services work. To date, we have concluded that the above-mentioned professional services included in contracts with multiple performance obligations are generally distinct services. As such, we view professional services as a performance obligation to the customer.

At contract inception, we evaluate whether two or more contracts should be combined and accounted for as a single contract and whether the combined or single contract includes more than one performance obligation. We combine contracts entered into at or near the same time with the same customer if we determine that the contracts are negotiated as a package with a single commercial objective; the amount of consideration to be paid in one contract depends on the price or performance of the other contract; or the services promised in the contracts are a single performance obligation.

Income Taxes

We account for income taxes under ASC 740, “Income Taxes.” The charge for taxation is based on the results for the fiscal year as adjusted for items, which are non-assessable or disallowed. The expense is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Provision for income taxes consists of taxes currently due plus deferred taxes. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

The provisions of ASC 740-10-25, “Accounting for Uncertainty in Income Taxes,” prescribe a more-likely-than-not threshold for consolidated financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. This interpretation also provides guidance on the recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and related disclosures.

KE Sdn did not accrue any liability, interest or penalties related to uncertain tax positions in its provision for income taxes for the years ended July 31, 2022 and 2023, respectively. KE Sdn does not expect that its assessment regarding unrecognized tax positions will materially change over the next 12 months. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred.

Recent Accounting Pronouncements

See Note 2, Accounting Standards and Significant Accounting Policies, of the Notes to Consolidated Financial Statements for a full description of recent accounting pronouncements.

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MANAGEMENT OF PUBCO FOLLOWING THE BUSINESS COMBINATION

The following sets forth certain information, as of September [●], 2024, concerning the persons who are expected to serve as directors and executive officers of PubCo following the consummation of the Business Combination.

Name	Age	Position
Executive Officers:
Dato’ Seow Gim Shen	41	TTNP Chairman, Chief Executive Officer and Director Nominee
Non-independent Directors:
Brynner Chiam	46	Director Nominee and expected Chief Financial Officer
Independent Directors:
Avraham Ben-Tzvi	53	Independent Director Nominee
Firdauz Edmin Bin Mokhtar	57	Independent Director Nominee
Francisco Osvaldo Flores García	34	Independent Director Nominee

Executive Officers

Dato’ Seow Gim Shen serves as TTNP’s Chief Executive Officer and Chairman of the Board of Directors Mr. Seow has over 15 years of experience in the IT development industry, with a focus on managing, leading and directing IT and software development projects from inception to execution. Mr. Seow serves as the Chairman of Prima Niaga Group, a privately held technology company focused on the distribution of electronic gadgets to Malaysian chain stores, since 2011. Mr. Seow currently serves as a director of several privately held companies in the IT development industry. He also serves as the Chairman of Zchwantech, a privately held IT services and consulting company focused on the integration of IT-related products and services for companies inside and outside of Malaysia, since 2017, and the Chairman of Blackwolf Technology, a privately held company specializing in providing software development and other IT-related services, since 2017. Mr. Seow received his Bachelor of Multimedia with Honors from Swinburne University of Technology in Melbourne, Australia.

Brynner Chiam serves as a member of TTNP’s Board of Directors. Mr. Chiam currently serves as Vice President of Finance and Tax at Black Chamber Management, a shared service company which provides outsourcing services to related companies as well as third parties, since November 2020, where he is responsible for all aspects of planning, implementing and managing financing activities for the company and its clients. From February 2014 to October 2020, Mr. Chiam served as a Director for Tricor Taxand, a professional tax firm and independent tax adviser specializing in providing tax-related services to its clients. Mr. Chiam is a member of the Chartered Tax Institute of Malaysia and has over 20 years of experience as a tax consultant and tax practitioner. He received his Bachelor of Business Studies (Accountancy) from Massey University in New Zealand. Based on Mr. Chiam’s experience, the TTNP Board believes that Mr. Chiam has the appropriate set of skills to serve as a member of the TTNP Board.

Avraham Ben-Tzvi, Adv. serves as a member of TTNP’s Board of Directors. Mr. Ben-Tzvi is the Founder of ABZ Law Office, a boutique Israeli law firm specializing in outsourced general counsel services for publicly traded as well as private companies and corporations, Investments & Securities Laws, Commercial Law & Contracts and various civil law matters, which he established in January 2017. Mr. Ben-Tzvi served as Chief Legal Officer and General Counsel of Purple Biotech Ltd. (formerly Kitov Pharma Ltd.) (NASDAQ/TASE: PPBT), a clinical-stage company advancing first-in-class therapies to overcome tumor immune evasion and drug resistance, from November 2015 until April 2020. Prior to that, Mr. Ben-Tzvi served as General Counsel and Company Secretary at Medigus Ltd. (NASDAQ/TASE: MDGS), a minimally invasive endosurgical tools medical device and miniaturized imaging equipment company, from April 2014 until November 2015. Mr. Ben-Tzvi is a member of the Israel Bar Association and is also licensed as a Notary by the Israeli Ministry of Justice. Prior to that he served as an attorney at one of Israel’s leading international law firms where, amongst other corporate and commercial work, he advised companies and underwriters on various offerings by Israeli companies listing in the United States and on various SEC related filings. Prior to becoming a lawyer, Mr. Ben-Tzvi worked in a number of business development, corporate finance and banking roles at companies in the financial services, lithium battery manufacturing and software development industries. Mr. Ben-Tzvi holds a B.A., magna cum laude, in Economics from Yeshiva University in New York and an LL.B., magna cum laude with Honors from Sha’arei Mishpat College of Law in Hod HaSharon, Israel. Based on Mr. Ben-Tzvi’s extensive legal experience and knowledge in the fields of civil-commercial law and corporate and securities law, and his previous public company and commercial business experience, the Board believes that Mr. Ben-Tzvi has the appropriate set of skills to serve as a member of the TTNP Board.

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Mr. Firdauz Edmin Bin Mokhtar as a member of TTNP’s Board of Directors. He has been the Chief Executive Officer of Saujana Petroleum Sdn Bhd since November 2023. Saujana Petroleum Sdn Bhd is an investment holding company, with operations that include marine operation and maintenance for Malaysia oil production under E&P O&M Services Sdn Bhd (EPOMS). Mr. Mokhtar served as the Chief Financial Officer of Data Knights Acquisition, a special purpose acquisition company, from February 2021 until November 2023, when it completed a business combination with OneMedNet, a medical imaging company, based in the United States. From January 2020 until January 2021, he served as Senior Vice President, Special Projects, of Group CEO Office, at Serba Dinamik Holdings Berhad, where he was involved in mergers and acquisitions. Previously from May 2012 until November 2019, Mr. Mokhtar was the Chief Financial Officer of PBJV Group Sdn Bhd (PBJV), where he was responsible for accounting, finance, tax and legal issues, as well as general company secretarial matters for the group. Mr. Mokhtar received his Bachelor Degree (Honors) in Accountancy in July 1997 from The International Islamic University Malaysia., Mr. Mokhtar is a Certified Public Accountant registered with the Malaysian Institute of Accountants.

Francisco Osvaldo Flores García as a member of TTNP’s Board of Directors. He is a Managing Partner of Trebol Capital since 2013, where he also serves as a board member. Trebol Capital is a Venture Capital Fund that invests in technology companies. Since October 2019, Mr. Flores has been the Managing Partner of Klee Real Estate de Mexico, an investment group focused in Real Estate. Mr. Flores is in charge of fundraising and analysis of new investment opportunities, and he manages the day to day operations. From October 2020 through March 2023, Mr. Flores served as the Chief Financial Officer of SPAC Benessere Capital, a special purpose acquisition company. From April 2022 until March 2023, Mr. Flores was the Venture Partner and Managing Partner of Arc Group Ventures in Mexico, where he was in charge of new operations in the Mexican market. Mr. Flores is a Mechatronics Engineer with an Artificial Intelligence specialty (2004-2009) Student of the MBA (MBA) at Tecnológico de Monterrey. He is also qualified as a Project Manager Professional - PMI (2012) and is a Manager at Lean Startup & Social Entrepreneur for Ecosystem Development – TechBA Technology Business Models.

Directors

Upon the consummation of the Business Combination, PubCo anticipates its board of directors to be comprised of five directors.

Avraham Ben-Tzvi is expected to serve as a member of the board of directors of PubCo. For more information, see “Management of PubCo Following the Business Combination — Executive Officers.”

Firdauz Edmin Bin Mokhtar is expected to serve as a member of the board of directors of PubCo. For more information, see “Management of PubCo Following the Business Combination — Executive Officers.”

Francisco Osvaldo Flores García is expected to serve as a member of the board of directors of PubCo. For more information, see “Management of PubCo Following the Business Combination — Executive Officers.”

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Family Relationships

There are no family relationships between any of PubCo’s executive officers and directors or director nominees.

Executive Compensation

The aggregate cash compensation accrued to the directors and executive officers who were employed by KE Sdn during fiscal year 2023 and 2022 (including individuals who are no longer with KE Sdn) was approximately US$123,900 and $152,400, respectively.

Foreign Private Issuer and Controlled Company

If PubCo is a foreign private issuer within the meaning of the rules under the Exchange Act and, as such, PubCo is permitted to follow the corporate governance practices of its home country, the Cayman Islands, in lieu of the corporate governance standards of Nasdaq applicable to U.S. domestic companies. For example, PubCo is not required to have a majority of the board consisting of independent directors nor have a compensation committee or a nominating and corporate governance committee consisting entirely of independent directors. PubCo may elect to follow its home country’s corporate governance practices as long as its remains a foreign private issuer. As a result, PubCo’ shareholders may not have the same protection afforded to shareholders of U.S. domestic companies that are subject to Nasdaq corporate governance requirements. As a foreign private issuer, PubCo is also subject to reduced disclosure requirements and are exempt from certain provisions of the U.S. securities rules and regulations applicable to U.S. domestic issuers such as the rules regulating solicitation of proxies and certain insider reporting and short-swing profit rules. Nonetheless, PubCo intends to align itself with the practices adopted by Nasdaq-listed U.S. domestic companies to the best of its ability to provide its shareholders with enhanced transparency and protection.

We expect that Mr. Seow, TTNP’s Chairman and Chief Executive Officer, will hold 48.9% of the voting power of the PubCo following the completion of the Business Combination. If he acquires a majority of PubCo Ordinary Shares, PubCo will be a “controlled company” within the meaning of Nasdaq Listing Rule 5615(c). PubCo therefore, would be eligible to utilize certain exemptions from the corporate governance requirements of the Nasdaq Stock Market. PubCo’s status as a controlled company could cause its securities to look less attractive to certain investors or otherwise harm the trading price.

As a controlled company, PubCo would qualify for, and the board of directors, the composition of which is and will be controlled by Mr. Seow, could rely upon, exemptions from several of Nasdaq’s corporate governance requirements, including requirements that:

● a majority of the board of directors consist of independent directors;

● compensation of officers, including that of the CEO, be determined or recommended to the board of directors by a majority of its independent directors or by a compensation committee comprised solely of independent directors; and

● director nominees be selected or recommended to the board of directors by a majority of its independent directors or by a nominating committee that is composed entirely of independent directors.

Accordingly, to the extent that PubCo could choose to rely on one or more of these exemptions, PubCo’s public shareholders would not be afforded the same protections afforded to the shareholders of other Nasdaq- listed companies that are subject to these corporate governance requirements.

PubCo does not currently intend to rely on the “controlled company” exemption under the Nasdaq listing rules.

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Independence of Directors

As a result of its securities being listed on Nasdaq following consummation of the Business Combination, PubCo will adhere to the rules of such exchange, as applicable to foreign private issuers and controlled companies, if applicable, in determining whether a director is independent. The board of directors of PubCo has consulted, and will consult, with its counsel to ensure that the board of director’s determinations are consistent with those rules and all relevant securities and other laws and regulations regarding the independence of directors.

Upon the Closing, it is anticipated that the size of PubCo’s board of directors will be five directors, four of whom will qualify as independent within the meaning of the independent director guidelines of Nasdaq. [●], [●] and [●] will be “independent directors” as defined in the rules of Nasdaq and applicable SEC rules.

Committees of the Board of Directors

Upon consummation of the Business Combination, PubCo will establish a separately standing audit committee, nominating and corporate governance committee, and compensation committee. The PubCo Board will adopt a charter for each of these committees. PubCo intends to comply with future Nasdaq requirements to the extent they will be applicable to PubCo.

Audit Committee

Upon the Closing, PubCo’s audit committee will consist of [•], [•] and [•] , with [•] serving as the chair of the committee. Each proposed member of the audit committee qualifies as an independent director under the Nasdaq corporate governance standards and the independence requirements of Rule 10A-3 of the Exchange Act. In addition, each proposed member of the audit committee is financially literate. Following the Business Combination, the board of directors will determine which member of the audit committee qualifies as an “audit committee financial expert”, as defined in Item 407(d)(5) of Regulation S-K, and possesses financial sophistication, as defined under the rules of Nasdaq.

The audit committee’s responsibilities will include, among other things:

● appointing, compensating, retaining, evaluating, terminating and overseeing PubCo’s independent registered public accounting firm;

● discussing with PubCo’s independent registered public accounting firm their independence from management;

● reviewing with PubCo’s independent registered public accounting firm the scope and results of their audit;

● pre-approving all audit and permissible non-audit services to be performed by PubCo’s independent registered public accounting firm;

● overseeing the financial reporting process and discussing with management and PubCo’s independent registered public accounting firm the interim and annual financial statements that PubCo files with the SEC;

● reviewing and monitoring PubCo’s accounting principles, accounting policies, financial and accounting controls and compliance with legal and regulatory requirements; and

● establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters.

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Our board of directors will adopt a written charter for the audit committee which will be available on PubCo’s website upon the completion of the Business Combination.

Nominating and Corporate Governance Committee

Upon the Closing, PubCo’s nominating and corporate governance committee will consist of [●], [●] and [●], with [●] serving as the chair of the committee. Each proposed member of the nominating and corporate governance committee is “independent” as defined under the applicable listing standards of Nasdaq and SEC rules and regulations.

The nominating and corporate governance committee’s responsibilities include, among other things:

● identifying individuals qualified to become members of PubCo’s board of directors, consistent with criteria approved by PubCo’s board of directors;

● recommending to PubCo’s board of directors the nominees for election to PubCo’s board of directors at annual meetings of PubCo’s shareholders;

● overseeing an evaluation of PubCo’s board of directors and its committees; and

● developing and recommending to PubCo’s board of directors a set of corporate governance guidelines. PubCo believes that the composition and functioning of PubCo’s nominating and corporate governance committee meets the requirements for independence under the current Nasdaq listing standards.

The board of directors will adopt a written charter for the nominating and corporate governance committee which will be available on PubCo’s website upon the completion of the Business Combination.

Compensation Committee

Upon the Closing, PubCo’s compensation committee will consist of [•], [•] and [•], with [•] serving as the chair of the committee. Each proposed member of the Compensation Committee is “independent” as defined under the applicable Nasdaq listing standards, including the standards specific to members of a compensation committee.

● reviewing and approving corporate goals and objectives relevant to the compensation of PubCo’s Chief Executive Officers, evaluating the performance of PubCo’s Chief Executive Officer in light of these goals and objectives and setting or making recommendations to the PubCo Board regarding the compensation of PubCo’s Chief Executive Officer;

● reviewing and setting or making recommendations regarding the compensation of PubCo’s other executive officers;

● making recommendations to PubCo’s board of directors regarding the compensation of PubCo’s directors;

● reviewing and approving or making recommendations to PubCo’s board of directors regarding PubCo’s incentive compensation and equity-based plans and arrangements; and

● appointing and overseeing any compensation consultants. it is anticipated that the composition and functioning of PubCo’s compensation committee meets the requirements for independence under the current Nasdaq listing standards.

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PubCo’s board of directors will adopt a written charter for the compensation committee which will be available on PubCo’s website upon the completion of the Business Combination.

Code of Ethics

PubCo will have a code of ethics that applies to all of its executive officers, directors and employees, including its principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. The code of ethics will be available on PubCo’s website, [•]. PubCo intends to make any legally required disclosures regarding amendments to, or waivers of, provisions of its code of ethics on its website rather than by filing a Current Report on Form 6-K.

Shareholder Communications with PubCo’s Board of Directors

Shareholders and other interested parties may communicate with PubCo’s board of directors, including non- management directors, by sending a letter to PubCo at _____________________________________ for submission to the board of directors or committee or to any specific director to whom the correspondence is directed. Shareholders communicating through this means should include with the correspondence evidence, such as documentation from a brokerage firm, that the sender is a current record or beneficial shareholder of PubCo. All communications received as set forth above will be opened by the corporate secretary or his or her designee for the sole purpose of determining whether the contents contain a message to one or more of PubCo’s directors. Any contents that are not advertising materials, promotions of a product or service, patently offensive materials or matters deemed, using reasonable judgment, inappropriate for the board of directors will be forwarded promptly to the chairman of the board of directors, the appropriate committee or the specific director, as applicable.

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TTNP SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth as of the Record Date, the number of shares of TTNP Common Stock beneficially owned by (i) each person who is known to TTNP to be the beneficial owner of more than five percent of the TTNP Common Stock; (ii) each current TTNP director and director nominee; (iii) each of the named TTNP executive officers; and (iv) all TTNP directors and executive officers as a group. As of the Record Date, TTNP had 914,234 shares of common stock issued and outstanding.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Unless otherwise indicated, the stockholders listed in the table have sole voting and investment power with respect to the shares indicated.

Name and Address of Beneficial Owner(1)	Shares Beneficially Owned(2)		Percent of Shares Beneficially Owned
Named Executive Officers and Directors:
Avraham Ben-Tzvi(3)		9,563		1.0	%
Brynner Chiam		—		—
Francisco Osvaldo Flores Garcia		—		—
Firdauz Edmin Bin Mokhtar		—		—
Dato’ Seow Gim Shen(4)		150,087		14.10	%
All executive officers and directors as a group (5 persons)(5)		159,650		14.9	%
Greater than 5% Stockholders:
Choong Choon Hau(6)		241,531		26.4	%

(1)	Unless otherwise indicated, the address of such individual is c/o Titan Pharmaceuticals, Inc., 10 East 53rd Street, Suite 3001, New York, NY 10022.
(2)	In computing the number of shares beneficially owned by a person and the percentage ownership of a person, shares of TTNP Common Stock subject to options, warrants or convertible preferred shares or notes held by that person that are currently exercisable or exercisable within 60 days of the Record Date are deemed outstanding. Such shares, however, are not deemed outstanding for purposes of computing the percentage ownership of each other person. Except as indicated in the footnotes to this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock.
(3)	Mr. Ben-Tzvi is a member of the TTNP Board. The shares of common stock beneficially owned include 6,250 shares of common stock subject to options exercisable within 60 days of the Record Date.
(4)	Consists of shares of Series AA Preferred Stock (“Series AA Preferred Stock”) owned by The Sire Group Ltd. (“Sire”), of which Mr. Seow, the Company’s Chief Executive Officer and Chairman of the Board, is the sole owner. In September 2023, TTNP entered into a Securities Purchase Agreement with Sire pursuant to which TTNP agreed to issue 950,000 shares of Series AA Preferred Stock. Each share of Series AA Preferred Stock is convertible, at the holder’s option at any time, into shares of TTNP Common Stock, subject to limitations that prevent the Investor from acquiring the lower of either (i) the maximum percentage of common stock permissible under the rules and regulations of The Nasdaq Stock Market without first obtaining the approval of the Company’s stockholders or (ii) 19.99% of the Company’s outstanding common stock on September 13, 2023. The amount in the table reflects the number of shares that Sire may own at any one time following the conversion of the Series AA Preferred Stock, without first obtaining the approval of the Company’s stockholders. By virtue of his sole ownership of Sire, Mr. Seow may be deemed to be the beneficial owner of these shares.
(5)	Includes (i) 6,250 shares of common stock issuable upon exercise of outstanding options held by TTNP executive officers and directors listed above and (ii) 150,087 shares of common stock issuable upon the conversion of the Series AA Preferred Stock, without first obtaining the approval of the Company’s stockholders.
(6)	This information is based on (i) a Schedule 13D filed by Choong Choon Hau on July 21, 2023 and (ii) 54,132 shares of TTNP Common Stock issued to Mr. Hau pursuant to the full exercise of a convertible promissory note on March 18, 2024. Mr. Hau’s business address is Emerald Heights 23 Lrg Terubong Ria 2, Paya Terubong, 11060 Pulau Pinang, Malaysia

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BENEFICIAL OWNERSHIP OF SECURITIES AFTER THE BUSINESS COMBINATION

The following table sets forth information regarding the beneficial ownership of shares of TTNP Common Stock as of [•], 2024, and of PubCo Ordinary Shares immediately following the consummation of the Business Combination by:

● each person or group of affiliated persons known by TTNP to be the beneficial owner of more than 5% of TTNP Common Stock on [•], 2024;

● each person or group of affiliated persons known by TTNP who may become the beneficial owner of more than 5% of PubCo Ordinary Shares immediately following the Business Combination;

● each of TTNP’s current executive officers and directors;

● each person who will become an executive officer or a director of PubCo upon consummation of the Business Combination;

● all executive officers and directors of TTNP as a group; and

● all of TTNP’s executive officers and directors as a group after the consummation of the Business Combination.

Security Holders	TTNP Pre-Merger Shares Outstanding     % of Outstanding				PubCo Post-Merger Pro forma		% of Outstanding			Merger Pro forma (Fully Diluted)		% of Outstanding
TTNP Directors and Officers		153,400 (1)	14.4	%		3,363,413 (2)		49.0	%		3,372,976 (2)(3)		49.0	%
TTNP Public Stockholders		910,921	86.6	%		910,921		13.2	%		910,921		13.2	%
KE Shareholders		150,087 (1)	14.1	%		5,963,233 (2)		86.7	%		5,963,233 (2)		86.7	%
Total Shares outstanding at Closing, not reflecting potential sources of dilution		1,064,321	100.00	%		6,877,467		100.00	%		6,877,467		92.2	%
Potential sources of dilution
TTNP Option(4)		-	0.00	%		-		0.00	%		96,833		1.3	%
TTNP Warrant(4)		-	0.00	%		-		0.00	%		482,594		6.5	%
Total Share outstanding at Closing		1,064,321	100	%		6,877,467		100.00	%		7,456,894		100.00	%

For purposes of the table above:

(1) Includes 150,087 shares (14.1%) of TTNP Common Stock issued to Sire upon conversion of TTNP Series AA Preferred Stock. Mr. Seow, a KE Shareholder, is TTNP’s Chairman and Chief Executive Officer and Sire’s sole shareholder.

(2) Includes 1,019,313 shares (14.8%) held by Sire. Mr. Seow, TTNP’s Chairman and Chief Executive Officer, is Sire’s sole shareholder.

(3) Includes 6,250 shares of TTNP Common Stock subject to options exercisable within 60 days of the Record Date held by Mr. Ben-Tzvi. Mr. Ben-Tzvi is a member of the TTNP Board.

(4) Assumes options and warrants are exercised post-TTNP Merger

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If any of these assumptions are not correct, these percentages will be different.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security. Under those rules, beneficial ownership includes securities that the individual or entity has the right to acquire, such as through the exercise of warrants or options, within 60 days of [•], 2024. Shares subject to warrants or options that are currently exercisable or exercisable within 60 days of [•], 2024 are considered outstanding and beneficially owned by the person holding such warrants or options for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Except as noted by footnote, and subject to community property laws where applicable, based on the information provided it is believed that the persons and entities named in the table below have sole voting and investment power with respect to all shares shown as beneficially owned by them.

The beneficial ownership of TTNP Common Stock prior to the Business Combination is based on 1,064,321shares TTNP Common Stock and 869,226 shares of AA Preferred Stock, issued and outstanding as of [•], 2024 (“TTNP Securities”).

The expected beneficial ownership of PubCo Ordinary Shares immediately following the consummation of the Business Combination assumes [1,064,321] PubCo Ordinary Shares issued and outstanding and all TTNP Securities are exchanged for PubCo Ordinary Shares.

If the actual facts are different than these assumptions, the numbers in the below table will be different.

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

TTNP

In July 2023, TTNP received $250,000 in funding in exchange for the issuance of an unsecured promissory note for that principal amount to David E. Lazar, its former Chief Executive Officer and chairman of the Board (the “Lazar Promissory Note”). Pursuant to the Lazar Promissory Note, the principal amount accrued interest at a rate of the Prime Rate + 2.00% per annum, and all principal and accrued interest were due and payable on the earlier of January 1, 2024 or such time as TTNP receives debt or equity financing or proceeds in excess of $500,000 from the asset sale with Fedson. which closed on September 1, 2023. The loan was subsequently repaid in September 2023.

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In August 2023, TTNP received $500,000 in funding in exchange for the issuance of the Hau Promissory Note. Pursuant to the Hau Promissory Note, the principal amount accrued interest at a rate of 10% per annum and was payable monthly. All principal and accrued interest was due and payable on January 8, 2024, unless extended as provided. All or part of the Hau Promissory Note was convertible into TTNP Common Stock at a conversion price of $9.32 per share from time to time following the issuance date and ending on the maturity date. In March 2024, the Hau Promissory Note, along with accrued interest, was converted into 54,132 shares of TTNP Common Stock.

In September 2023, TTNP entered into a Securities Purchase Agreement with Sire, pursuant to which TTNP agreed to issue 950,000 shares of TTNP Series AA Preferred Stock to Sire at a price of $10.00 per share, for an aggregate purchase price of $9.5 million. The purchase price consisted of (i) $5.0 million in cash at closing and (ii) $4.5 million in the form of a promissory note from Sire which was paid in September 2023.

During the years ended December 31, 2023 and 2022, TTNP made payments related to legal fees of approximately $109,000 and $75,000, respectively, to a law firm operated by one of its Board members.

In April 2024, David Lazar, TTNP’s former Chief Executive Officer, Dr. Kate Beebe DeVarney, Ph.D., TTNP’s former President and Chief Operating Officer and a member of the TTNP Board, and three other members of the TTNP Board, Eric Greenberg, Matthew C. McMurdo and David Natan, resigned from their positions with TTNP. Pursuant to the terms of their respective settlement agreements, TTNP made payments in aggregate of approximately $1.2 million. Pursuant to the Settlement Agreement and General and Mutual Release dated April 2, 2024 between TTNP and Mr. Lazar, in the event of a Change in Control (as defined in Mr. Lazar’s Employment Agreement dated December 14, 2022), TTNP (or any successor entity) shall pay to Mr. Lazar a lump-sum amount equal to three percent (3%) of the increased valuation of the surviving corporation resulting from such Change in Control (as determined by either (i) the definitive agreement governing the Change in Control or (ii) the highest market cap of the surviving corporation within the thirty (30) days following the Change in Control), less applicable taxes and withholdings.

KE SDN

On May 31, 2024, pursuant to separate share purchase agreements, Eddie Tan Chee Wei, Koay Chee Leong, and Kong Chien Hoi, each agreed to purchase 75,000 KE Sdn shares, and Mr. Shen agreed to purchase 275,000 KE Sdn shares, constituting all outstanding shares, from the then-existing shareholders, for a total purchase price of MYR500,000 (USD[*]). The transfer of the shares was effected on July 18, 2024. On July 25, 2024, Goh Chee Siong agreed to purchase, for USD800,000, and KE Sdn agreed to issue to him, 80,000 shares, which transaction was effected on August 19, 2024.

On July 15, 2024, the Sire, which is wholly owned by Mr. Seow, a KE Shareholder, p, entered into a loan letter with KE Sdn. Sire has agreed to grant a foreign currency interest-free loan of $355,450 to the Company for purposes of payment of certain pre-listing costs and expenses. The loan is repayable [*]..

From time to time, [*], the Company’s director, makes advances to or on behalf of the Company, which are repaid when the Company has cash available. The balance of such advances, as of the LPD, was $[*]

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
OF THE BUSINESS COMBINATION

Subject to the limitations and qualifications set forth herein (including the limitations and qualifications set forth in the opinion attached as Exhibit 8.1), the following is a general discussion of the material U.S. federal income tax considerations of the TTNP Merger to holders of TTNP Common Stock and TTNP warrants (collectively, the “Parent Securities”) with respect to (i) the TTNP Merger pursuant to the Business Combination, and (ii) the ownership and disposition of PubCo Ordinary Shares and PubCo Warrants received in the TTNP Merger (collectively, the “PubCo Securities”).

This discussion is limited to considerations relevant to holders that hold Parent Securities (and, after the TTNP Merger, PubCo Securities) as “capital assets” for U.S. federal income tax purposes (generally, property held for investment). This discussion does not address all aspects of U.S. federal income taxes that may be relevant to holders in light of their particular circumstances (including consequences under the alternative minimum tax or net investment income tax) and does not address state, local, non-U.S. or other tax laws (such as estate or gift tax laws). This discussion also does not address:

● banks or other financial institutions, underwriters, or insurance companies;

● traders in securities who elect to apply a mark-to-market method of accounting;

● real estate investment trusts and regulated investment companies;

● controlled foreign corporations or passive foreign investment companies;

● tax-exempt organizations, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts;

● expatriates or former long-term residents of the United States;

● subchapter S corporations, partnerships or other pass-through entities or investors in any such entities;

● dealers or traders in securities, commodities or currencies;

● grantor trusts;

● U.S. persons whose “functional currency” is not the U.S. dollar;

● persons who received shares of TTNP Common Stock through the issuance of restricted stock under an equity incentive plan or through a tax-qualified retirement plan or otherwise as compensation;

● persons who own (directly or through attribution) 5% or more (by vote or value) of the outstanding shares of TTNP Common Stock, or, after the TTNP Merger, the outstanding PubCo Ordinary Shares; or

● persons holding Parent Securities, or, after the TTNP Merger, PubCo Securities, as a position in a “straddle,” as part of a “synthetic security” or “hedge,” as part of a “conversion transaction,” or other integrated investment or risk reduction transaction.

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If a partnership, including for this purpose any entity or arrangement that is treated as a partnership for U.S. federal income tax purposes, holds Parent Securities (or, after the TTNP Merger, PubCo Securities), the U.S. federal income tax treatment of a partner in such partnership will generally depend on the status of the partner and the activities of the partnership. A holder that is a partnership and the partners in such partnership should consult their own tax advisors with regard to the U.S. federal income tax consequences of the TTNP Merger and the subsequent ownership and disposition of PubCo Securities.

This discussion is based on the tax laws of the United States, including the Internal Revenue Code of 1986, as amended (the “Code”), its legislative history, existing and proposed regulations thereunder, published rulings and court decisions, all as of the date hereof and all subject to change at any time, possibly with retroactive effect.

ALL HOLDERS OF PARENT SECURITIES SHOULD CONSULT WITH THEIR TAX ADVISORS REGARDING THE TAX CONSEQUENCES OF THE BUSINESS COMBINATION AND CONSIDERATIONS RELATING TO THE OWNERSHIP AND DISPOSITION OF PUBCO SECURITIES, INCLUDING THE EFFECTS OF U.S. FEDERAL, STATE, AND LOCAL AND NON-U.S. TAX LAWS.

Tax Residence of PubCo for U.S. Federal Income Tax Purposes

Under current U.S. federal income tax law, a corporation is generally considered for U.S. federal income tax purposes to be a tax resident in the jurisdiction of its organization or incorporation. Accordingly, under generally applicable U.S. federal income tax rules, PubCo, which is organized under the laws of the Cayman Islands, is classified as a non-U.S. corporation (and, therefore, not a U.S. tax resident) for U.S. federal income tax purposes. Section 7874 of the Code, however, contains certain rules that may cause a non-U.S. corporation to be treated as a U.S. corporation for U.S. federal income tax purposes. These rules are complex and require an analysis of all relevant facts and circumstances, and there is limited guidance on their application.

Under Section 7874 of the Code, a corporation created or organized outside the United States (i.e., a foreign corporation) will nevertheless be treated as a U.S. corporation for U.S. federal income tax purposes when (1) the foreign corporation directly or indirectly acquires substantially all of the assets held directly or indirectly by a U.S. corporation (including the indirect acquisition of assets of the U.S. corporation by acquiring the outstanding shares of the U.S. corporation), (2) the shareholders of the acquired U.S. corporation hold, by vote or value, at least 80% of the shares of the foreign acquiring corporation after the acquisition by reason of holding shares in the U.S. acquired corporation (the “Ownership Test”), and (3) the foreign corporation’s “expanded affiliated group” does not have substantial business activities in the foreign corporation’s country of organization relative to such expanded affiliated group’s worldwide activities (“Substantial Business Activities”). In order to be treated as having Substantial Business Activities, at least 25% of the employees (by headcount and compensation), real and tangible assets and gross income of the foreign acquiring corporation’s “expanded affiliated group” must be based, located and derived, respectively, in the country in which the foreign acquiring corporation is a tax resident after the acquisition. Certain acquisitions of U.S. corporations over a 36-month period will impact the Ownership Test, making it more likely that Section 7874 of the Code will apply to a foreign acquiring corporation.

The Treasury regulations promulgated under Section 7874 of the Code generally also provide that if (i) there is an acquisition of substantially all of the assets held directly or indirectly by a U.S. corporation after which the shareholders of the acquired U.S. corporation hold, by vote or value, at least 60% of the shares of the foreign acquiring corporation by reason of holding shares in the U.S. acquired corporation, and (ii) in a related acquisition, such foreign acquiring corporation acquires another foreign corporation exceeding a certain threshold value, and the foreign acquiring corporation is not tax resident in the foreign country in which the acquired foreign corporation was tax resident prior to the transactions, then the stock of the foreign acquiring corporation held by former shareholders of the foreign acquired corporation by reason of having held stock in the foreign acquired corporation will be excluded in applying the Ownership Test. This rule is referred to herein as the “Related Third-Country Acquisition Rule.” If applicable, the Related Third-Country Acquisition Rule increases the percentage determination (the “Section 7874 Percentage”) for the Ownership Test and generally results in the foreign acquiring corporation meeting the Ownership Test. The computation of the Section 7874 Percentage is subject to various complex adjustments for which there is limited guidance.

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PubCo will indirectly acquire substantially all of the assets of Parent through the TTNP Merger and, in an integrated transaction pursuant to the Business Combination, acquire the Company. Furthermore, PubCo is expected to be a tax resident in the Cayman Islands and not Malaysia (the jurisdiction in which the Company is tax resident). Accordingly, the Related Third-Country Acquisition Rule could apply to the Business Combination. In addition, PubCo, including its expanded affiliated group, will not have Substantial Business Activities in the Cayman Islands for purposes of Section 7874 of the Code. As a result, if the Ownership Test is met after applying the Related Third-Country Acquisition, Section 7874 of the Code may apply to cause PubCo to be treated as a U.S. corporation for U.S. federal income tax purposes following the Business Combination.

Based upon the terms of the Business Combination, the rules for determining share ownership under Section 7874 of the Code and the Treasury regulations, and certain factual assumptions, Parent and PubCo currently intends to treat the Business Combination as integrated transactions pursuant to a plan, in respect of which the Section 7874 Percentage to be less than 60% after the Business Combination. Accordingly, PubCo does not expect to be treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code. The calculation of the Section 7874 Percentage is complex and is subject to detailed regulations, and the application is uncertain in various respects and would be impacted by changes in the Treasury regulations with possible retroactive effect, and is therefore subject to certain factual uncertainties. Whether the Section 7874 Percentage is less than 60% must be finally determined after completion of the Business Combination, by which time there could be adverse changes to the relevant facts and circumstances. Moreover, former holders of Parent Securities will be deemed to own an amount of PubCo Ordinary Shares in respect to certain redemptions, if any, by Parent of TTNP Common Stock prior to the Business Combination for purposes of determining the ownership percentage of former holders of Parent Securities for purposes of Section 7874 of the Code. Neither Parent nor PubCo has sought nor will seek any ruling from the IRS or any opinion from any tax advisor as to such tax treatment, and the closing of the Business Combination is not conditioned upon achieving, or receiving a ruling from any tax authority or opinion from any tax advisor in regards to, any particular tax treatment. Further, as noted above, the rules under Section 7874 of the Code are complex and require an analysis of all relevant facts and circumstances, and there is limited guidance as to their application. There can be no assurance that the IRS or a court will conclude that PubCo is not treated as a U.S. corporation pursuant to Section 7874.

If the IRS were to successfully challenge under Section 7874 of the Code PubCo’s status as a non-U.S. corporation for U.S. federal income tax purposes, PubCo and certain holders of PubCo Securities would be subject to significant adverse tax consequences, including a higher effective corporate income tax rate on PubCo and future withholding taxes on certain holders of PubCo Securities, depending on the application of any income tax treaty that might apply to reduce such withholding taxes. Moreover, the Treasury regulations further provide for a number of special rules that aggregate multiple acquisitions of U.S. corporations or U.S. partnerships for purposes of Section 7874 of the Code as part of a plan or conducted over a 36-month period. Therefore, even if the Section 7874 Percentage was such that PubCo were still respected as a non-U.S. corporation under Section 7874 of the Code, PubCo may be limited in using its equity to engage in future acquisitions of U.S. corporations over a 36-month period following the Business Combination. If PubCo were to be treated as acquiring substantially all of the assets of a U.S. corporation within a 36-month period after the Business Combination, Section 7874 of the Code and the Treasury regulations thereunder could exclude certain shares of PubCo attributable to the Business Combination for purposes of determining the Section 7874 Percentage of that subsequent acquisition, making it more likely that Section 7874 of the Code would apply to such subsequent acquisition.

The remainder of this discussion assumes that PubCo will not be treated as a U.S. corporation for U.S. federal income tax purposes. However, neither Parent nor PubCo can assure you that PubCo will not be treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code.

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U.S. Holders

This section applies to you if you are a U.S. Holder. For purposes of this discussion, the term “U.S. Holder” means a beneficial owner of Parent Securities and, after the TTNP Merger, of PubCo Securities received in the TTNP Merger, if the beneficial owner is, for U.S. federal income tax purposes:

● an individual who is a United States citizen or resident of the United States;

● a corporation (including an entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

● an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or

● a trust (A) the administration of which is subject to the primary supervision of a United States court and which has one or more United States persons (within the meaning of the Code) who have the authority to control all substantial decisions of the trust or (B) that has in effect a valid election under applicable Treasury regulations to be treated as a United States person.

The Business Combination

The U.S. federal income tax consequences of the Business Combination to U.S. Holders of Parent Securities will depend, in part, on whether the TTNP Merger qualifies as a transaction governed by Section 351 of the Code, and whether the requirements of Section 367(a) of the Code are satisfied. It is intended that for U.S. federal income tax purposes the TTNP Merger, together with the Contribution and Exchange pursuant to the Business Combination, will constitute an integrated transaction that qualifies for the tax-deferred treatment under Section 351(a) of the Code (the “Intended Tax Treatment”). However, the completion of the Business Combination is not conditioned on the receipt of an opinion of counsel regarding the U.S. federal income tax consequences of the TTNP Merger or the Business Combination, and neither Parent nor PubCo intends to request a ruling from the IRS regarding the U.S. federal income tax consequences of the TTNP Merger or the Business Combination. Accordingly, no assurance can be given that the IRS will not challenge the views expressed herein or that a court would not sustain such a challenge.

Parent Comment Stock

Subject to the discussion below regarding the treatment of TTNP warrants and Section 367(a) of the Code, if the TTNP Merger, together with the Contribution and Exchange pursuant to the Business Combination, qualifies for the Intended Tax Treatment, a U.S. Holder of TTNP Common Stock that exchanges shares of TTNP Common Stock in the TTNP Merger for PubCo Ordinary Shares generally should not recognize any gain or loss on such exchange. In such case, the aggregate adjusted tax basis of the PubCo Ordinary Shares received in the TTNP Merger by a U.S. Holder should be equal to the adjusted tax basis of the TTNP Common Stock surrendered in the TTNP Merger in exchange therefor and the holding period of the PubCo Ordinary Shares should include the holding period during which the TTNP Common Stock surrendered in the TTNP Merger in exchange therefor.

However, because the provisions of Section 351(a) of the Code are complex and qualification thereunder could be adversely affected by events or actions that occur following the Business Combination that are beyond the control of Parent or PubCo, the qualification of the TTNP Merger for the Intended Tax Treatment is not free from doubt. For example, if more than 20% of the PubCo Ordinary Shares are subject to an arrangement or agreement to be sold or disposed of at the time of their issuance in the Business Combination, one of the requirements for Section 351(a) of the Code treatment may not be satisfied. If the TTNP Merger does not qualify for the Intended Tax Treatment, and if no other section of the Code would provide tax-deferral treatment, a U.S. Holder that exchanges TTNP Common Stock in the TTNP Merger for PubCo Ordinary Shares generally would be required to recognize gain or loss equal to the difference, if any, between (i) the fair market value of the PubCo Ordinary Shares received by such U.S. Holder and (ii) such U.S. Holder’s adjusted tax basis in the TTNP Common Stock exchanged therefor. Such gain or loss would be capital gain or loss and generally would be long-term capital gain or loss if the U.S. Holder’s holding period for such shares of TTNP Common Stock exceeds one year. Net short-term capital gain generally is taxed at regular ordinary income tax rates. Long-term capital gain recognized by non-corporate U.S. Holders may be taxed at reduced rates. The deductibility of capital losses is subject to limitations. A U.S. Holder would have an aggregate tax basis in any PubCo Ordinary Shares received in the TTNP Merger that is equal to the fair market value of such PubCo Ordinary Shares at the time of the TTNP Merger, and the holding period of such PubCo Ordinary Shares would begin on the day following the TTNP Merger.

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TTNP Warrants

Notwithstanding the Intended Tax Treatment, if no other section of the Code would provide tax-deferral treatment, a U.S. Holder of TTNP warrants that does not also own TTNP Common Stock generally would recognize gain or loss in an amount equal to the difference between the fair market value of the PubCo Warrants deemed received and such U.S. Holder’s tax basis in the TTNP warrants deemed exchanged therefor.

If a U.S. Holder of TTNP warrants also exchanges TTNP Common Stock for PubCo Ordinary Shares in the TTNP Merger, and if the TTNP Merger, together with Contribution and Exchange pursuant to the Business Combination, qualifies for the Intended Tax Treatment, such U.S. Holder generally would recognize gain, but not loss, equal to the lesser of (i) such U.S. Holder’s “realized gain” from the exchange (generally the excess of the fair market value of the PubCo Securities received over such U.S. Holder’s aggregate tax basis in the Parent Securities exchanged therefor), and (ii) the fair market value of the PubCo Warrants deemed received.

Any gain recognized by a U.S. Holder whose TTNP warrants become PubCo Warrants pursuant to the TTNP Merger would generally be long-term capital gain if the U.S. Holder’s holding period for the TTNP warrants was more than one year at the time of the TTNP Merger, and the U.S. Holder’s holding period in the PubCo Warrants would generally begin on the day following the exchange. The U.S. Holder’s tax basis in the PubCo Warrants received in the exchange would be equal to their fair market value at the time of the TTNP Merger.

U.S. Holders of TTNP warrants are urged to consult with their tax advisors regarding the U.S. federal income tax consequences in connection with the TTNP Merger.

Section 367(a)

Section 367(a) of the Code and the Treasury regulations promulgated thereunder impose certain additional requirements for qualifying for tax-deferred treatment under Section 351 of the Code with respect to transactions where a U.S. person transfers stock or securities in a U.S. corporation to a non-U.S. corporation in exchange for stock or securities in a non-U.S. corporation. U.S. Holders of TTNP Common Stock will be deemed to transfer shares of such stock to PubCo in exchange for PubCo Ordinary Shares, so that these requirements will apply.

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In general, Section 367(a) requires a U.S. Holder to recognize gain (but not loss) on the exchange of TTNP Common Stock for PubCo Ordinary Shares by a U.S. Holder in the TTNP Merger unless each of the following conditions is met: (i) the U.S. corporation complies with certain reporting requirements; (ii) no more than 50% of both the total voting power and the total value of the stock of PubCo is received in the exchange, in the aggregate, by “U.S. transferors” (as defined in the Treasury regulations and computed taking into account direct, indirect and constructive ownership); (iii) no more than 50% of each of the total voting power and the total value of the stock of PubCo is owned, in the aggregate, immediately after the exchange by “U.S. persons” (as defined in the Treasury regulations) that are either officers or directors or “five-percent target shareholders” (as defined in the Treasury regulations and computed taking into account direct, indirect and constructive ownership) of Parent; (iv) either (A) the U.S. Holder is not a “five-percent transferee shareholder” (as defined in the Treasury regulations and computed taking into account direct, indirect and constructive ownership) of PubCo or (B) the U.S. Holder is a “five-percent transferee shareholder” of PubCo and enters into an agreement with the IRS to recognize gain on the transferred shares under certain circumstances; and (v) the “active trade or business test” as defined in Treasury regulation Section 1.367(a)-3(c)(3) is satisfied. The active trade or business test generally requires (A) PubCo or any qualified subsidiary of PubCo to be engaged in an “active trade or business” outside of the United States for the 36-month period immediately before the transfer and neither the transferors nor PubCo to have an intention to substantially dispose of or discontinue such trade or business and (B) the fair market value of PubCo to be at least equal to the fair market value of Parent, as specifically determined for purposes of Section 367 of the Code, at the time of the transfer. The satisfaction of the foregoing conditions depends on an interpretation of legal authorities and facts relating to the Business Combination, and there is limited guidance regarding the application of these requirements to facts similar to the Business Combination. In addition, the determination of whether Section 367(a) of the Code will apply to U.S. Holders of TTNP Common Stock cannot be made until the TTNP Merger is completed, and no rulings will be sought regarding the tax consequences of the Business Combination. Accordingly, there can be no assurance that Section 367(a) of the Code will not apply to U.S. Holders of TTNP Common Stock that participate in the TTNP Merger to cause them to recognize taxable gain as a result of the TTNP Merger. As a result, there is no assurance with respect to whether gain will be recognized by a U.S. Holder of TTNP Common Stock under Section 367(a) of the Code.

To the extent that a U.S. Holder of TTNP Common Stock is required to recognize gain under Section 367(a) for any of the foregoing reasons, such U.S. Holder would recognize gain, if any, in the TTNP Merger in an amount equal to the excess of (i) the sum of the fair market value of the PubCo Ordinary Shares (and, if such holder’s TTNP warrants convert to PubCo Warrants, the fair market value of the Public Warrants) received by such holder, over (ii) such holder’s adjusted tax basis in the TTNP Common Stock (and TTNP warrants, if any) exchanged therefor. Any such gain would be capital gain, and generally will be long-term capital gain if the U.S. Holder’s holding period for the TTNP Common Stock (and TTNP warrants, if any) exceeds one year at the time of the TTNP Merger.

As discussed above, a U.S. Holder that is a “five-percent transferee shareholder,” as defined in the applicable Treasury regulations under Section 367(a) of the Code, with respect to PubCo after the consummation of the Business Combination will qualify for non-recognition treatment with respect to any gain in the TTNP Common Stock exchanged by such U.S. Holder in the TTNP Merger only if, among other things, such U.S. Holder files a “gain recognition agreement,” as defined in the Treasury regulations (a “GRA”), with the IRS. Actions taken by PubCo and Parent during the term of the GRA (generally lasting until the end of the fifth full taxable year following the close of the taxable year during which the GRA is entered into), including dispositions of the stock of Parent or its assets, could result in partial or full recognition of the gain subject to the GRA. Any U.S. Holder of Parent Securities who will be a “five-percent transferee shareholder” with respect to PubCo after the consummation of the Business Combination is urged to consult with, and rely solely upon, their tax advisors concerning the decision to file a GRA, the procedures to be followed in connection with that filing, and the circumstances that might give rise to recognition of gain subject to the GRA.

Reporting Requirements

A U.S. Holder may be required to file an IRS Form 926 to report a transfer or deemed transfer in the TTNP Merger to PubCo. In addition, if the TTNP Merger qualifies for the Intended Tax Treatment, each U.S. Holder that is a “significant transferor” must include a statement on or with such transferor’s U.S. federal income tax return for the taxable year of the TTNP Merger. For this purpose, a significant transferor is generally a person that transferred property to a corporation and received stock of the transferee corporation if, immediately after the exchange, such person (i) owns at least five percent (5%) (by vote or value) of the total outstanding stock of the transferee corporation if the stock owned by such person is publicly traded, or (ii) owned at least one percent (1%) (by vote or value) of the total outstanding stock of the transferee corporation if the stock owned by such person is not publicly traded. It is expected that the PubCo Ordinary Shares will be publicly traded for this purpose.

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Distributions on PubCo Ordinary Shares

Subject to the discussion below under “— Passive Foreign Investment Company Rules,” the gross amount of any distribution on PubCo Ordinary Shares that is made out of PubCo’s current or accumulated earnings and profits (as determined for U.S. federal income tax purposes) will generally be taxable to a U.S. Holder as dividend income on the date such distribution is actually or constructively received by such U.S. Holder. Any such dividends paid to corporate U.S. Holders generally will not qualify for the dividends-received deduction under the Code. To the extent that the amount of the distribution exceeds PubCo’s current and accumulated earnings and profits (as determined under U.S. federal income tax principles), such excess amount will be treated first as a non-taxable return of capital to the extent of the U.S. Holder’s tax basis in its PubCo Ordinary Shares, and thereafter as capital gain recognized on a sale. However, it is not expected that PubCo will maintain calculations of its earnings and profits in accordance with U.S. federal income tax principles. U.S. Holders should therefore assume that any distribution by PubCo with respect to PubCo Ordinary Shares will be reported as dividend income. Dividends received by non-corporate U.S. Holders (including individuals), from a “qualified foreign corporation” may be “qualified dividend income” (“QDI”) eligible for preferential rate of taxation, provided that certain holding period requirements and other conditions are satisfied. For these purposes, a non-U.S. corporation will be treated as a qualified foreign corporation if either it is eligible for the benefits of a comprehensive income tax treaty with the United States which is determined by the U.S. Treasury Department to be satisfactory for purposes of these rules and which includes an exchange of information provision, or with respect to dividends paid by that corporation on shares that are readily tradable on an established securities market in the United States. There is no U.S. income tax treaty with the Cayman Islands. Further, although the Treasury guidance indicates that shares listed on the Nasdaq (on which PubCo intends to apply to list the PubCo Ordinary Shares) will be considered readily tradable on an established securities market in the United States, there can be no assurance that the PubCo Ordinary Shares will be considered readily tradable on an established securities market in any given year. In addition, PubCo will not constitute a qualified foreign corporation for purposes of these rules if it is a PFIC for the taxable year in which it pays a dividend or for the preceding taxable year. See the discussion below under “— Passive Foreign Investment Company Rules.” U.S. Holders should consult their own tax advisors with respect to the appropriate U.S. federal income tax treatment of any distribution received from PubCo.

Subject to certain conditions and limitations, including certain additional requirements under the recent Treasury regulations, withholding taxes, if any, on dividends paid by PubCo may be treated as foreign taxes eligible for credit against a U.S. Holder’s U.S. federal income tax liability under the U.S. foreign tax credit rules depending on the circumstances. In addition, for purposes of calculating the U.S. foreign tax credit, dividends paid on PubCo Ordinary Shares will generally be treated as income from sources outside the United States and will generally constitute passive category income. The rules governing the U.S. foreign tax credit are complex. U.S. Holders should consult their tax advisors regarding the availability of the U.S. foreign tax credit under particular circumstances.

Sale, Exchange, Redemption or Other Taxable Disposition of PubCo Securities

Subject to the discussion below under “— Passive Foreign Investment Company Rules,” a U.S. Holder will generally recognize gain or loss on any sale, exchange, redemption, or other taxable disposition of PubCo Securities in an amount equal to the difference between the amount realized on the disposition and such U.S. Holder’s adjusted tax basis in the PubCo Securities. Any gain or loss recognized by a U.S. Holder on a taxable disposition of PubCo Securities will generally be capital gain or loss and will be long-term capital gain or loss if the holder’s holding period in the PubCo Securities exceeds one year at the time of the disposition. Preferential tax rates may apply to long-term capital gains of non-corporate U.S. Holders (including individuals). The deductibility of capital losses is subject to certain limitations. Any gain or loss recognized by a U.S. Holder on the sale or exchange of PubCo Securities will generally be treated as U.S. source gain or loss.

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Exercise or Lapse of a PubCo Warrant

Except as discussed below with respect to the cashless exercise of a PubCo Warrant, a U.S. Holder generally will not recognize gain or loss upon the acquisition of a PubCo Ordinary Share on the exercise of a PubCo Warrant for cash. A U.S. Holder’s tax basis in a PubCo Ordinary Share received upon exercise of the PubCo Warrant generally will be an amount equal to the sum of the U.S. Holder’s tax basis in the PubCo Warrant exchanged therefor and the exercise price. The U.S. Holder’s holding period for a PubCo Ordinary Share received upon exercise of the PubCo Warrant will begin on the date following the date of exercise (or possibly on the date of exercise) of the PubCo Warrant and will not include the period during which the U.S. Holder held the PubCo Public Warrants. If a PubCo Warrant is allowed to lapse unexercised, a U.S. Holder generally will recognize a capital loss equal to such holder’s tax basis in the PubCo Warrant.

The tax consequences of a cashless exercise of a warrant are not clear under current tax law. It is possible that a cashless exercise is treated as part of a taxable exchange in which gain or loss would be recognized. In such case, a U.S. Holder could be required to recognize gain or loss with respect to the portion of the exercised PubCo Warrants treated as surrendered to pay the exercise price of the PubCo Warrants (the “surrendered warrants”) in an amount generally equal to the difference between (i) the fair market value of the PubCo Ordinary Shares that would have been received with respect to the surrendered warrants in a regular exercise of the PubCo Warrants and (ii) the sum of the U.S. Holder’s tax basis in the surrendered warrants and the aggregate cash exercise price of such warrants (if they had been exercised in a regular exercise), the U.S. Holder’s tax basis in the PubCo Ordinary Shares received would equal the U.S. Holder’s tax basis in the PubCo Warrants exercised plus (or minus) the gain (or loss) recognized with respect to the surrendered warrants, and the U.S. Holder’s holding period for the PubCo Ordinary Shares would commence on the date following the date of exercise (or possibly on the date of exercise) of the PubCo Warrant. However, other U.S. federal income consequences are also possible due to the lack of authority on the U.S. federal income tax treatment of a cashless exercise, and there can be no assurance which, if any, of the alternative tax consequences would be adopted by the IRS or a court of law. Accordingly, U.S. Holders should consult their tax advisors regarding the tax consequences of a cashless exercise.

Possible Constructive Distributions

If the terms of PubCo Warrants provide for an adjustment to the number of PubCo Ordinary Shares for which the warrant may be exercised or to the exercise price of the warrant in certain events, an adjustment which has the effect of preventing dilution generally should not be taxable. A U.S. Holder of the PubCo Warrants would, however, be treated as receiving a constructive distribution from PubCo if, for example, the adjustment increases the U.S. Holder’s proportionate interest in PubCo’s assets or earnings and profits (e.g., through an increase in the number of PubCo Ordinary Shares that would be obtained upon exercise) as a result of a distribution of cash to the holders of PubCo Ordinary Shares which is taxable to the U.S. Holder of such shares as described under “— Distributions on PubCo Ordinary Shares” above. Such constructive distribution would be subject to tax as described under that section in the same manner as if the U.S. Holder of the PubCo Warrants received a cash distribution from PubCo equal to the fair market value of such increased interest. The rules regarding constructive distributions are complex. U.S. Holders should consult their own tax advisors regarding the application of the rules to them in light of their own circumstances.

Passive Foreign Investment Company Rules

The U.S. federal income tax treatment of U.S. Holders of the PubCo Ordinary Shares could be materially different from that described above if PubCo is treated as a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes. A PFIC is any foreign corporation with respect to which either: (i) 75% or more of the gross income for a taxable year constitutes passive income for purposes of the PFIC rules, or (ii) 50% or more of such foreign corporation’s assets in any taxable year (generally based on the quarterly average of the value of its assets during such year) is attributable to assets, including cash, that produce passive income or are held for the production of passive income. Passive income generally includes dividends, interest, certain royalties and rents, annuities, net gains from the sale or exchange of property producing such income and net foreign currency gains. The determination of whether a foreign corporation is a PFIC is based upon the composition of such foreign corporation’s income and assets (including, among others, its proportionate share of the income and assets of any other corporation in which it owns, directly or indirectly, 25% (by value) of the stock), and the nature of such foreign corporation’s activities. A separate determination must be made after the close of each taxable year as to whether a foreign corporation was a PFIC for that year. Once a foreign corporation qualifies as a PFIC with respect to a shareholder, subject to certain exceptions, it will always be treated as a PFIC with respect to such shareholder, regardless of whether it satisfied either of the qualification tests in subsequent years.

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PubCo has not made a determination as to whether it currently is, or in the future may become, a PFIC, including whether it may be classified as a PFIC for its taxable year that includes the date of the TTNP Merger. The tests for determining PFIC status are applied annually after the close of the taxable year, and it is difficult to predict accurately future income and assets relevant to this determination. The fair market value of the assets of PubCo is expected to depend, in part, upon (a) the market value of the PubCo Ordinary Shares, and (b) the composition of the assets and income of PubCo. Further, because PubCo may value its goodwill based on the market value of the PubCo Ordinary Shares, a decrease in the market value of the PubCo Ordinary Shares and/or an increase in cash or other passive assets (including as a result of the TTNP Merger) would increase the relative percentage of its passive assets. Moreover, PubCo may be classified as a PFIC for its taxable year that includes the date of the closing of the TTNP Merger as a result of interest income that PubCo earns on its deposits, which generally will be treated as passive income. The application of the PFIC rules is subject to uncertainty in several respects and, therefore, no assurances can be provided that the IRS will not assert that PubCo is a PFIC for the taxable year that includes the date of the TTNP Merger or in a future year.

If PubCo is or becomes a PFIC during any year in which a U.S. Holder holds PubCo Ordinary Shares, there are three separate taxation regimes that could apply to such U.S. Holder under the PFIC rules, which are (i) the Excess Distribution Regime (which is the default regime), (ii) the QEF regime, and (iii) the Mark-to-Market Regime. A U.S. Holder who holds (actually or constructively) stock in a foreign corporation during any year in which such corporation qualifies as a PFIC is subject to U.S. federal income taxation under one of these three regimes. The effect of the PFIC rules on a U.S. Holder will depend upon which of these regimes applies to such U.S. Holder. In each case, dividends paid by a PFIC are generally not eligible for the lower rates of taxation applicable to QDI discussed above in “— Distributions on PubCo Ordinary Shares” regardless of which of the foregoing regimes would apply.

Certain of the PFIC rules may impact U.S. Holders with respect to equity interests in subsidiaries and other entities which PubCo may hold, directly or indirectly, that are PFICs (collectively, “Lower-Tier PFICs”). There can be no assurance that PubCo does not own, or will not in the future acquire, an interest in a subsidiary or other entity that is or would be treated as a Lower-Tier PFIC. U.S. Holders should consult their tax advisors regarding the application of the PFIC rules to any of PubCo’s subsidiaries.

The Excess Distribution Regime

If a U.S. Holder does not make a QEF election or a mark-to-market election, as described below, such U.S. Holder will be subject to the default Excess Distribution Regime under the PFIC rules with respect to (i) any gain realized on a sale or other disposition of PubCo Ordinary Shares, and (ii) any “excess distribution” received on PubCo Ordinary Shares (generally, any distributions in excess of 125% of the average of the annual distributions on PubCo Ordinary Shares during the preceding three years or a holder’s holding period, whichever is shorter). Generally, under this regime:

● the gain or excess distribution will be allocated ratably over the period during which a U.S. Holder held the PubCo Ordinary Shares;

● the amount allocated to the current taxable year, will be treated as ordinary income; and

● the amount allocated to prior taxable years will be subject to the highest tax rate in effect for that taxable year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.

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The tax liability for amounts allocated to years prior to the year of disposition or excess distribution will be payable generally without regard to offsets from deductions, losses and expenses. In addition, gains (but not losses) on the sale of PubCo Ordinary Shares cannot be treated as capital gains, even if a U.S. Holder holds the shares as capital assets. Further, no portion of any distribution will be treated as QDI.

The QEF Regime

If PubCo is a PFIC, a U.S. Holder of PubCo Ordinary Shares may avoid taxation under the Excess Distribution Regime described above in respect to the PubCo Ordinary Shares by making a timely and valid “qualified electing fund” ​(“QEF”) election (if eligible to do so). However, a U.S. Holder may make a QEF election with respect to its PubCo Ordinary Shares only if PubCo provides U.S. Holders on an annual basis with certain financial information specified under applicable Treasury regulations, including the information provided in a PFIC Annual Information Statement. There can be no assurance that PubCo will have timely knowledge of its status as a PFIC in the future or that PubCo will timely provide such information for such years. The failure to provide such information on an annual basis could prevent a U.S. Holder from making a QEF election or result in the invalidation or termination of a U.S. Holder’s prior QEF election.

A U.S. Holder that makes a QEF election with respect to its PubCo Ordinary Shares would generally be required to include in income for each year that PubCo is treated as a PFIC the U.S. Holder’s pro rata share of PubCo ordinary earnings for the year (which would be subject to tax as ordinary income) and net capital gains for the year (which would be subject to tax at the rates applicable to long-term capital gains), without regard to the amount of any distributions made in respect of the PubCo Ordinary Shares. Any net deficits or net capital losses of PubCo for a taxable year would not be passed through and included on the tax return of the U.S. Holder. A U.S. Holder’s basis in the PubCo Ordinary Shares would be increased by the amount of income inclusions under the QEF Regime. Dividends actually paid on the PubCo Ordinary Shares generally would not be subject to U.S. federal income tax to the extent of prior income inclusions and would reduce the U.S. Holder’s basis in the PubCo Ordinary Shares by a corresponding amount. If PubCo owns any interests in a Lower-Tier PFIC, a U.S. Holder generally must make a separate QEF election for each Lower-Tier PFIC, subject to PubCo’s providing the relevant tax information for each Lower-Tier PFIC on an annual basis. There can be no assurance that PubCo will have timely knowledge of the status of any such Lower-Tier PFIC. In addition, PubCo may not hold a controlling interest in any such Lower-Tier PFIC and thus there can be no assurance PubCo will be able to cause the Lower-Tier PFIC to provide such required information.

If a U.S. Holder does not make a QEF election effective from the first taxable year of a U.S. holder’s holding period for the PubCo Securities in which PubCo is a PFIC (or a mark-to-market election, as discussed below), then the U.S. Holder generally will remain subject to the Excess Distribution Regime. A U.S. Holder that first makes a QEF election in a later year may avoid the continued application of the Excess Distribution Regime to its PubCo Ordinary Shares by making a “deemed sale” election. In that case, the U.S. Holder will be deemed to have sold the PubCo Ordinary Shares at their fair market value on the first day of the taxable year in which the QEF election becomes effective, and any gain from such deemed sale would be subject to the Excess Distribution Regime described above. As a result of the “deemed sale” election, the U.S. Holder will have additional basis (to the extent of any gain recognized on the deemed sale) and, solely for purposes of the PFIC rules, a new holding period in the PubCo Ordinary Shares.

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U.S. Holders may not make a QEF election with respect to its PubCo Warrants. As a result, if a U.S. Holder sells or otherwise disposes of PubCo Warrants (other than upon exercise of such warrants) and PubCo was a PFIC at any time during the U.S. Holder’s holding period of such warrants, proposed Treasury regulations would provide that any gain generally will be treated as an excess distribution, taxed as described above. If a U.S. Holder that exercises such warrants properly makes a QEF election with respect to the newly acquired PubCo Ordinary Shares (or has a properly maintained QEF election in effect with respect to PubCo Ordinary Shares), the QEF election will apply to the newly acquired PubCo Ordinary Shares. Notwithstanding the foregoing, the adverse tax consequences relating to shares in a PFIC, taking into account the current income inclusions resulting from the QEF election, will continue to apply with respect to such newly acquired PubCo Ordinary Shares (which may be deemed to have a holding period for purposes of the PFIC rules that includes all or a portion of the period the U.S. Holder held the PubCo Warrants), unless the U.S. Holder makes a deemed sale election (discussed above). As a result of a deemed sale election, the U.S. Holder will have a new basis and holding period in the PubCo Ordinary Shares acquired upon the exercise of the warrants for purposes of the PFIC rules.

The QEF election is made on a shareholder-by-shareholder basis and, once made, can be revoked only with the consent of the IRS. A U.S. Holder that is eligible to make a QEF election with respect to its PubCo Ordinary Shares generally may do so by providing the appropriate information to the IRS in the U.S. Holder’s timely filed tax return for the year in which the election becomes effective. Retroactive QEF elections generally may be made only by filing a protective statement with such return and if certain other conditions are met or with the consent of the IRS. U.S. Holders should consult their tax advisors regarding the availability and tax consequences of a retroactive QEF election under their particular circumstances.

The Mark-to-Market Regime

As an alternative to the QEF Regime, if PubCo is a PFIC and PubCo Ordinary Shares constitute “marketable stock” ​(as defined below), a U.S. Holder may make a mark-to-market election for such U.S. Holder’s PubCo Ordinary Shares for the first taxable year in which it holds (or is deemed to hold) PubCo Ordinary Shares and each subsequent taxable year to elect out of the Excess Distribution Regime discussed above.

If a U.S. Holder makes a mark-to-market election with respect to its PubCo Ordinary Shares, such U.S. Holder generally will include in income for each year that PubCo is treated as a PFIC with respect to such PubCo Ordinary Shares an amount equal to the excess, if any, of the fair market value of the PubCo Ordinary Shares as of the close of the U.S. Holder’s taxable year over the adjusted basis in the PubCo Ordinary Shares as of the beginning of such taxable year. A U.S. Holder will be allowed a deduction for the excess, if any, of the adjusted basis of the PubCo Ordinary Shares over their fair market value as of the close of the taxable year. However, such deductions will be allowed only to the extent of any net mark-to-market gains on the PubCo Ordinary Shares included in the U.S. Holder’s income for prior taxable years. Amounts included in income under a mark-to-market election, as well as gain on the actual sale or other disposition of the PubCo Ordinary Shares, will be treated as ordinary income. Ordinary loss treatment will also apply to the deductible portion of any mark-to-market loss on the PubCo Ordinary Shares, as well as to any loss realized on the actual sale or disposition of the PubCo Ordinary Shares, to the extent the amount of such loss does not exceed the net mark-to-market gains for such PubCo Ordinary Shares previously included in income. A U.S. Holder’s basis in the PubCo Ordinary Shares will be adjusted to reflect any mark-to-market gain or loss. If a U.S. Holder makes a mark-to-market election, any distributions PubCo makes would generally be subject to the rules discussed above under “— Distributions on PubCo Ordinary Shares,” except the lower rates applicable to qualified dividend income would not apply.

The mark-to-market election is available only for “marketable stock,” which is stock that is regularly traded on a qualified exchange or other market, as defined in applicable Treasury regulations. The PubCo Ordinary Shares, which are expected to be listed on Nasdaq, are expected to qualify as marketable stock for purposes of the PFIC rules, but there can be no assurance that PubCo Ordinary Shares will be “regularly traded” for purposes of these rules. If made, a mark-to-market election would be effective for the taxable year for which the election was made and for all subsequent taxable years unless PubCo Ordinary Shares cease to qualify as “marketable stock” for purposes of the PFIC rules or the IRS consents to the revocation of the election. Because a mark-to-market election cannot be made for equity interests in any Lower-Tier PFICs, a U.S. Holder that does not make the applicable QEF elections generally will continue to be subject to the Excess Distribution Regime with respect to its indirect interest in any Lower-Tier PFICs as described above, even if a mark-to-market election is made for PubCo Ordinary Shares. Currently, a mark-to-market election may not be made with respect to PubCo Warrants.

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If a U.S. Holder does not make a mark-to-market election (or a QEF election, as discussed above) effective from the first taxable year of a U.S. Holder’s holding period for the PubCo Ordinary Shares in which PubCo is a PFIC, then the U.S. Holder generally will remain subject to the Excess Distribution Regime. A U.S. holder that first makes a mark-to-market election with respect to the PubCo Ordinary Shares in a later year will continue to be subject to the Excess Distribution Regime during the taxable year for which the mark-to-market election becomes effective, including with respect to any mark-to-market gain recognized at the end of that year. In subsequent years for which a valid mark-to-mark election remains in effect, the Excess Distribution Regime generally will not apply. A U.S. Holder that is eligible to make a mark-to-market with respect to such holder’s PubCo Ordinary Shares may do so by providing the appropriate information on IRS Form 8621 and timely filing that form with the U.S. Holder’s tax return for the year in which the election becomes effective.

The rules dealing with PFICs and with the QEF, “deemed sale,” and mark-to-market elections are very complex and are affected by various factors in addition to those described above. U.S. Holders are strongly encouraged to consult their tax advisors regarding the application of the PFIC rules to their particular circumstances, including as to the availability and desirability of a mark-to-market election, as well as the impact of an election on interests in any Lower-Tier PFICs.

Reporting Requirements

A U.S. Holder of a PFIC may generally be required to file an IRS Form 8621 on an annual basis and to provide such other information as the IRS may require. Failure to do so will extend the statute of limitations applicable to such U.S. Holder until such required information is furnished to the IRS. U.S. Holders should consult their tax advisors regarding any reporting requirements that may apply to them if PubCo is a PFIC.

Certain U.S. Holders holding specified foreign financial assets with an aggregate value in excess of the applicable dollar threshold are required to report information to the IRS relating to PubCo Securities, subject to certain exceptions (including an exception for PubCo Securities held in accounts maintained by U.S. financial institutions), by attaching a complete IRS Form 8938, Statement of Specified Foreign Financial Assets, to their tax return, for each year in which they hold PubCo Securities. In addition to these requirements, U.S. Holders may be required to annually file FinCEN Report 114 (Report of Foreign Bank and Financial Accounts). U.S. Holders should consult with their own tax advisors regarding information reporting requirements relating to their ownership of PubCo Securities.

Information Reporting and Backup Withholding

In general, information reporting requirements will apply to dividends received by U.S. Holders with respect to their PubCo Ordinary Shares (including constructive dividends), and the proceeds received on the disposition of PubCo Ordinary Shares and PubCo Warrants effected within the United States (and, in certain cases, outside the United States), in each case, other than U.S. Holders that are exempt recipients (such as corporations). Backup withholding (currently at a rate of 24%) may apply to such amounts if the U.S. Holder fails to provide an accurate taxpayer identification number (generally on an IRS Form W-9 provided to the paying agent or the U.S. Holder’s broker) or is otherwise subject to backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or credit against a holder’s U.S. federal income tax liability, if any, provided the required information is timely furnished to the IRS.

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Non-U.S. Holders

For purposes of the following discussion, the term “Non-U.S. Holder” means a beneficial owner of Parent Securities, and, after the TTNP Merger, of PubCo Securities received in the TTNP Merger, if the beneficial owner is neither a U.S. Holder nor a partnership (or an entity or arrangement treated as a partnership) for U.S. federal income tax purposes. Generally a Non-U.S. Holder within this definition includes:

● a nonresident alien individual, other than certain former citizens and residents of the United States;

● a foreign corporation; or

● a foreign estate or trust.

However, the term generally does not include an individual who is present in the United States for 183 days or more in the taxable year of disposition. A holder who is such an individual should consult his or her tax advisor regarding the U.S. federal income tax consequences of the sale or other disposition of Parent Securities or PubCo Ordinary Shares or PubCo Warrants.

It is assumed in the following discussion that PubCo is not treated as a U.S. corporation under the rules discussed above under “— Tax Residence of PubCo for U.S. Federal Income Tax Purposes.”

The Business Combination

The U.S. federal income tax consequences of the TTNP Merger to Non-U.S. Holders of Parent Securities generally will correspond to the U.S. federal income tax consequences described under “— U.S. Holders — The Business Combination” above, except that Section 367(a) of the Code will not apply to any Non-U.S. Holder of Parent Securities, and except to the extent discussed below.

If the TTNP Merger results in a taxable exchange of Parent Securities, Non-U.S. Holders generally will not be subject to U.S. federal income tax or withholding tax on any gain unless either:

● the gain is effectively connected with the conduct by the Non-U.S. Holder of a trade or business within the United States (and, if required by an applicable income tax treaty, is attributable to a U.S. permanent establishment or fixed base maintained by the non-U.S. holder), in which case the Non-U.S. Holder generally will be subject to U.S. federal income tax at the same regular U.S. federal income tax rates applicable to a comparable U.S. Holder and, in the case of a Non-U.S. Holder that is a corporation for U.S. federal income tax purposes, also may be subject to an additional branch profits tax at a 30% rate or a lower applicable income tax treaty rate; or

● Parent is or has been a “United States real property holding corporation” ​(“USRPHC”) for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of the disposition or the Non-U.S. Holder’s holding period for the TTNP Common Stock, except, in the case where shares of the TTNP Common Stock are “regularly traded on an established securities market” (within the meaning of the Treasury regulations), the Non-U.S. Holder has owned at all times, whether actually or based on the application of constructive ownership rules, 5% or less of the total shares of TTNP Common Stock outstanding during such period.

Ownership and Disposition of PubCo Securities

Assuming that PubCo is not treated as a U.S. corporation for U.S. federal income tax purposes, a Non-U.S. Holder of PubCo Ordinary Shares will not be subject to U.S. federal income tax or, subject to the discussion below under “— Information Reporting and Backup Withholding,” U.S. federal withholding tax on any dividends received on PubCo Ordinary Shares or any gain recognized on a sale or other disposition of PubCo Ordinary Shares (including, any distribution to the extent it exceeds the adjusted basis in the Non-U.S. Holder’s PubCo Ordinary Shares) unless the dividend or gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States (or, under certain income tax treaties, is attributable to a United States permanent establishment or fixed base maintained by the Non-U.S. Holder). In addition, special rules may apply to a Non-U.S. Holder who is an individual present in the United States for 183 days or more during the taxable year of the sale or disposition, and certain other requirements are met. Such holders should consult their own tax advisors regarding the U.S. federal income tax consequences of the sale or disposition of PubCo Ordinary Shares.

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Dividends and gains that are effectively connected with a Non-U.S. Holder’s conduct of a trade or business in the United States (or, under certain income tax treaties, that are attributable to a United States permanent establishment or fixed base maintained by the Non-U.S. Holder) generally will be subject to U.S. federal income tax at the same regular U.S. federal income tax rates applicable to a comparable U.S. Holder. A Non-U.S. Holder that is a corporation may also be subject to a branch profits tax at a rate of 30% (or such lower rate provided by an applicable tax treaty) on its effectively connected earnings and profits for the taxable year, as adjusted for certain items.

The U.S. federal income tax treatment of a Non-U.S. Holder’s exercise of a PubCo Warrant, or the lapse of a PubCo Warrant held by a Non-U.S. Holder, generally will correspond to the U.S. federal income tax treatment of the exercise or lapse of a PubCo Warrant by a U.S. Holder, as described under “— U.S. Holders — Exercise or Lapse of a PubCo Warrant,” above. To the extent there is a taxable exchange, the consequences to a Non-U.S. Holder would be similar to those described in the preceding paragraphs above in respect of a Non-U.S. Holder’s gain on the sale or other disposition of the PubCo Ordinary Shares.

Information Reporting and Backup Withholding

Information returns may be filed with the IRS in connection with, and Non-U.S. Holders may be subject to backup withholding on amounts received in respect of their Parent Securities or their PubCo Securities, in transactions effected in the United States or through certain U.S.-related financial intermediaries, unless in such case the Non-U.S. Holder furnishes to the applicable withholding agent the required certification as to its Non-U.S. status, such as by providing a valid IRS Form W-8BEN, IRS Form W-8BEN-E or IRS Form W-8ECI, as applicable, or the Non-U.S. Holder otherwise establishes an exemption.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against the holder’s U.S. federal income tax liability, and a holder may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for a refund with the IRS and furnishing any required information.

DESCRIPTION OF PUBCO SECURITIES

References in this section to “we,” “us,” or “our” are to PubCo, except where the context requires otherwise.

PubCo is a Cayman Islands company incorporated with limited liability and our affairs are governed by the provisions of the PubCo Charter and by the provisions of applicable Cayman Islands law, including the Companies Act and the common law of the Cayman Islands.

PubCo’s company registration number in the Cayman Islands is 411832.As provided in the PubCo Charter, subject to Cayman Islands law, PubCo has full power and authority to carry out any object not prohibited by the laws of the Cayman Islands.

The following description summarizes certain terms of our shares as set out more particularly in the form of the PubCo Charter attached to this proxy statement/prospectus as Annex B. Because it is only a summary, it may not contain all the information that is important to you. You are urged to read the applicable provisions of Cayman Islands law and the PubCo Charter carefully and in their entirety because they describe your rights as a holder of PubCo Ordinary Shares.

Authorized Shares

The authorized shares of PubCo consist of US$50,000 divided into 50,000,000 Ordinary Shares of a par value of US$0.001 each, of which one PubCo Ordinary Share is issued and outstanding. Upon completion of the Business Combination, it is anticipated that [•] PubCo Ordinary Shares will be issued and outstanding.

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Register of Members

Under the Cayman Companies Act, shares in PubCo are deemed to be issued when the name of the shareholder is entered in our register of members. Our register of members will be maintained by our transfer agent Continental Stock Transfer & Trust Company. If (a) information that is required to be entered in the register of members is omitted from the register or is inaccurately entered in the register, or (b) there is unreasonable delay in entering information in the register, a shareholder of PubCo, or any person who is aggrieved by the omission, inaccuracy or delay, may apply to the Cayman Islands Court for an order that the register be rectified, and the Court may either refuse the application or order the rectification of the register, and may direct PubCo to pay all costs of the application and any damages the applicant may have sustained.

PubCo Ordinary Shares

The following summarizes the rights of holders of our PubCo Ordinary Shares:

● each holder of PubCo Ordinary Shares is entitled to one vote per share on all matters to be voted on by shareholders generally, including the election of directors;

● the holders of our PubCo Ordinary Shares are entitled to dividends and other distributions, as may be declared from time to time by the PubCo Board out of funds legally available for that purpose, if any, and pursuant to the PubCo Charter, all dividends unclaimed for three years after having been declared shall be forfeited and shall revert to PubCo; and

● upon our liquidation, dissolution or winding up, the holders of PubCo Ordinary Shares will be entitled to share ratably, in the distribution of all of our assets remaining available for distribution after satisfaction of all our liabilities.

Preference Shares

The rights, preferences and privileges of PubCo Ordinary Shares are subject to, and may be adversely affected by, the rights of the holders of any other class of shares that we may designate in the future having such rights as specified by the PubCo Board pursuant to the resolution of directors approving the creation of such class of shares. The directors shall not require any approval of the shareholders or any class of shareholders in respect of the creation or issuance of preference shares and the related amendment to the PubCo Charter.

Preemption

Holders of PubCo Ordinary Shares do not have any preemptive or other rights to subscribe for additional shares pursuant to the PubCo Charter.

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Shareholders’ Meetings

The following summarizes certain relevant provisions of Cayman Islands law and the PubCo Charter in relation to our shareholders’ meetings:

● the directors of PubCo may convene meetings of shareholders at such times and in such manner and places within or outside the Cayman Islands as the directors consider necessary or desirable; provided that at an annual general meeting must be held each year such that that the maximum period between such annual general meetings shall not exceed fifteen (15) months.

● our shareholders holding not less than twenty percent (20%) in par value of the issued shares which as at that date carry the right to vote at general meetings shall have the ability to requisition a general meeting.

● the directors convening a meeting must give not less than ten days’ clear notice of the proposed meeting;

● a shareholder may be represented at a meeting of shareholders by a proxy who may speak and vote on behalf of the shareholder;

● no business may be transacted at a general meeting unless a quorum is present. A quorum is those shareholders present in person or by proxy or by a duly authorized representative holding shares entitled to vote on the business to be transacted which represent not less than one-third of all votes, unless PubCo has only one shareholder in which case that shareholder alone constitutes a quorum

● an ordinary resolution of shareholders is passed by a simple majority of such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the PubCo and where a poll is taken regard shall be had in computing a majority to the number of votes to which each shareholder is entitled by the PubCo Charter.

● a special resolution of shareholders is passed by a majority of not less than two-thirds of such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of PubCo of which notice specifying the intention to propose the resolution as a special resolution has been duly given and where a poll is taken regard shall be had in computing a majority to the number of votes to which each shareholder is entitled;

The PubCo Charter does not permit the adoption by the shareholders of resolutions in writing. A shareholder resolution must be passed at a meeting of the shareholders.

Shareholders have no general right under the PubCo Charter to bring business before a general meeting of PubCo, save in the case of any shareholders right to requisition a general meeting provided the minimum shareholder requirement is met.

Appointment of Directors

Directors are appointed by ordinary resolution of the shareholders. There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors. The directors are divided into three classes: Class I, Class II and Class III. The number of directors in each class must be as nearly equal as possible. The first Class I Directors shall stand elected for a term expiring at PubCo’s first annual general meeting, the first Class II Directors shall stand elected for a term expiring at PubCo’s second annual general meeting and the first Class III Directors shall stand elected for a term expiring at PubCo’s third annual general meeting. Commencing at PubCo’s first annual general meeting, and at each annual general meeting thereafter, directors elected to succeed those directors whose terms expire shall be elected by shareholder resolution for a term of office to expire at the third succeeding annual general meeting after their election. In the interim between annual general meetings or extraordinary general meetings called for the election of directors and/or the removal of one or more directors and the filling of any vacancy in that connection, additional directors and any vacancies in the PubCo Board may be filled by the vote of a majority of the remaining directors then in office, provided that any director so appointed in this manner shall retire at the next annual general meeting after their appointment and be eligible to stand for election as a director at such meeting. A director may be removed from office by an ordinary resolution of the shareholders or by notice in writing signed by not less than three-fourths of all the Directors in number. A director may otherwise cease to hold office in accordance with the provisions of the PubCo Charter.

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Shareholder Suits

In principle, PubCo will normally be the proper plaintiff and as a general rule a derivative action may not be brought by a minority shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, the Cayman Islands courts can be expected to follow and apply the common law principles (namely the rule in Foss v. Harbottle and the exceptions thereto) so that a non-controlling shareholder may be permitted to commence a class action against or derivative actions in the name of the company to challenge actions where:

● a company acts or proposes to act illegally or ultra vires;

● the act complained of, although not ultra vires, could only be effected duly if authorized by more than the number of votes which have actually been obtained; and

● those who control the company are perpetrating a “fraud on the minority.”

A shareholder may have a direct right of action against PubCo where the individual rights of that shareholder have been infringed or are about to be infringed.

COMPARISON OF CORPORATE GOVERNANCE AND SHAREHOLDER RIGHTS

The rights of TTNP Stockholders are currently governed by Delaware law and the TTNP Charter. At the effective time of the TTNP Merger, the TTNP Stockholders will automatically receive PubCo Ordinary Shares. Accordingly, after the Business Combination, the rights of the holders of PubCo Ordinary Shares will be governed by Cayman Islands law and the PubCo Charter. The following discussion summarizes material differences between the current rights of holders of TTNP Common Stock under the DGCL and the TTNP Charter and bylaws and the rights of the holders of PubCo Ordinary Shares under Cayman Islands law and the PubCo Charter following the Closing.

The discussion in this section does not include a description of rights or obligations under the U.S. federal securities laws or the Trading Market rules, many of which are similar to, or have an effect on, matters described herein under Delaware or Cayman law. Such rights or obligations generally apply equally to shares of TTNP Common Stock and PubCo Ordinary Shares.

This summary is not intended to be a complete discussion of the respective rights of TTNP Stockholders and PubCo shareholders and may not contain all of the information that is important to you. This summary is qualified in its entirety by reference to the DGCL, the Merger Agreement, and the TTNP Charter and the PubCo Charter, which we urge you to read carefully and in their entirety. TTNP and PubCo urge you to carefully read this entire proxy statement/prospectus, the relevant provisions of the DGCL, the Merger Agreement, and the other documents to which we refer to in this proxy statement/prospectus for a more complete understanding of the differences between the rights of a PubCo shareholder and the rights of a TTNP Stockholder. TTNP has filed its governing documents with the SEC and will send copies of these documents to you, without charge, upon your request. See the section titled “Where You Can Find More Information.”

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Provision	TTNP	PubCo
Authorized Capital	(a) 2,500,000 shares of common stock, $0.001 par value per share, (b) 1,500,000 shares of preferred stock, $0.001 par value per share.	50,000,000 ordinary shares, par value $0.001 per share. Upon completion of the Business Combination, all issued and outstanding shares will be of one class.
Preferred (Preference) Shares	The TTNP Governing Documents empowers the TTNP Board to, by resolution, create and issue one or more series of preferred stock and, with respect to such series, determine the number of shares constituting the series and the designations and the powers, preferences and rights, if any, and the qualifications, limitations and restrictions, if any, of the series.
Amendments to Organizational Documents (i.e., PubCo Charter and TTNP Charter)	TTNP reserves the right to amend alter, change or repeal any provision contained in the TTNP Charter (other than provisions relating to business combination requirements) by a majority vote of holders of TTNP Common Stock entitled to vote thereon, subject to applicable law or applicable stock exchange rules. The TTNP Board has the power to adopt, amend, alter or repeal the TTNP Bylaws with the affirmative vote of a majority of the TTNP Board. The TTNP Bylaws also may be adopted, amended, altered or repealed by TTNP Stockholders; provided, however, that in addition to any vote of the holders of any class or series of TTNP Capital Stock required by applicable law or the TTNP Charter, the affirmative vote of the holders of at least a majority of the voting power of all outstanding shares of TTNP Capital Stock entitled to vote generally in the election of directors, voting together as a single class, shall be required for the stockholders to adopt, amend, alter or repeal the TTNP Bylaws; and provided, further, however, that no Bylaws hereafter adopted by the stockholders shall invalidate any prior act of the TTNP Board.	The PubCo Charter empowers the PubCo Board to divide the authorized shares into one or more classes with differing rights, restrictions, powers and preferences as the PubCo Board shall determine and to issue the same in accordance with the PubCo Charter and any exchange rules that may apply. The PubCo Charter may be amended by a special resolution which requires the approval of a majority of not less than two-thirds of the shares represented at a meeting and entitled to vote.

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Provision	TTNP	PubCo
Voting Rights	Holders of TTNP Common Stock shall exclusively possess all voting power with respect to TTNP. Holders of shares of TTNP Common Stock are entitled to one vote for each such share on each matter properly submitted to the stockholders on which the holders of the TTNP Common Stock are entitled to vote. At any annual or special meeting of TTNP Stockholders, holders of TTNP Common Stock and holders of TTNP Class B Common Stock, voting together as a single class, shall have the exclusive right to vote for the election of directors and on all other matters properly submitted to a vote of the stockholders. Notwithstanding the foregoing, except as otherwise required by Delaware law or the TTNP Charter (including any preferred share designation), holders of shares of any series of TTNP Common Stock shall not be entitled to vote on any amendment to the TTNP Charter (including any amendment to any preferred share designation) that relates solely to the terms of one or more outstanding series of preferred shares or other series of TTNP Common Stock if the holders of such affected series of preferred shares or TTNP Common Stock, as applicable, are entitled exclusively, either separately or together with the holders of one or more other such series, to vote thereon pursuant to Delaware law or the TTNP Charter.	Holders of PubCo Ordinary Shares possess all voting power with respect to PubCo. Holders of PubCo Ordinary Shares are entitled to one vote for each matter put before a meeting.
Redemption and Repurchases of Shares; Treasury Shares	Pursuant to Delaware law, shares may be repurchased or otherwise acquired, subject to the solvency restrictions of Delaware law, and except that shares subject to redemption at the option of TTNP may not be repurchased at a price which exceeds the price at which they could then be redeemed. Pursuant to Delaware law, TTNP may hold or sell treasury shares.	Under the Cayman Companies Act, shares may be redeemed or repurchased out of (a) profits, (b) share premium (subject to the statutory solvency test), (c) the proceeds of a fresh issuance of shares made for that purpose, or (d) capital, provided that payments out of capital are subject to the statutory solvency test and must be specifically authorized by a company’s articles of association. Ordinary Shares are not redeemable, but under the PubCo Charter, the PubCo Board may determine to repurchase shares on such terms as the PubCo Board determines or agrees with the relevant shareholder. No shareholder approval is required under the PubCo Charter. Any Ordinary Shares that have been repurchased may be held or sold as treasury shares pursuant to, and in accordance with, the PubCo Charter.

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Provision	TTNP	PubCo
Shareholder/Stockholder Written Consent	Any action required or permitted to be taken by TTNP Stockholders must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders other than with respect to TTNP Class B Common Stock, with respect to which action may be taken by written consent.	The PubCo Charter does not permit action by written consent of shareholders in lieu of a meeting.
Notice Requirements for Shareholder/Stockholder Nominations and Other Proposals	As permitted (but not required) by Delaware law, the TTNP Bylaws provide that, in general, to bring a matter before an annual meeting of stockholders or to nominate a candidate for election as a director, a stockholder must give notice of the proposed matter or nomination not less than 90 days and not more than 120 days prior to the first anniversary of the preceding year’s annual meeting of stockholders. The TTNP Bylaws provide that in the event the date of the annual meeting of stockholders is more than 30 days before or more than 60 days after such anniversary date, such stockholder notice must be delivered not less than 90 days and not more than 120 days prior to such annual meeting or, in the case of a special meeting called for the purpose of electing directors, not later than the 10th day following the day on which public announcement of the date of such meeting is first made by TTNP.	There is no equivalent provision in the PubCo Charter.
Meeting of Shareholders/ Stockholders – Notice	As required by Delaware law, the TTNP Bylaws require not less than 10 days’ nor more than 60 days’ notice of a meeting of stockholders to be provided to stockholders, unless Delaware law provides for a different period.	As required by the PubCo Charter, at least 10 “clear” days’ notice must be given of any meeting of shareholders. A “clear” day means the period excluding the day on which the notice is given, or deemed to be given, and the day the notice is received, or deemed received.
Meeting of Shareholders/ Stockholders – Call of Meeting	Special meetings of TTNP Stockholders may be called only by the chairman of the TTNP Board or the TTNP Board pursuant to a resolution adopted by three-quarters of the TTNP Board. The ability of TTNP Stockholders to call a special meeting is specifically denied.	The directors may convene a general meeting of the Company whenever the directors think fit, and must do so if required to do so pursuant to a valid shareholders’ requisition. Shareholders holding not less than twenty percent (20%) in par value of the issued PubCo Ordinary Shares shall have the right to require the PubCo Board to hold a general meeting within 60 days from the date of  the deposit of the requisition request. If the PubCo Board does not within sixty (60) days from the date of the deposit of the requisition duly proceed to convene a general meeting to be held within a further 21 days, the requisitionists, or any of them representing a majority of the total voting rights of all of them, may themselves convene a general meeting of PubCo, but any meeting so convened shall not be held after the expiration of three months after the expiration of such 21 day period.

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Provision	TTNP	PubCo
Meeting of Shareholders/ Stockholders – Quorum	Pursuant to Delaware law, the TTNP Charter or bylaws may specify the number of shares required to constitute a quorum at a meeting of stockholders, but in no event may a quorum consist of less than one-third of shares entitled to vote at a meeting of stockholders. Under the TTNP Bylaws, the presence in person or by proxy of the holders of thirty-four percent (34%) of the issued and outstanding shares of stock entitled to vote at meeting of stockholders is required to constitute a quorum. Also under the TTNP Bylaws, if a quorum is absent at a meeting of stockholders, the chairman of the meeting is able to adjourn the meeting. Notice will not need to be given of the adjourned meeting if the time and place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person or by proxy and vote at such adjourned meeting are announced at the meeting from which the adjournment is taken. If the adjournment is for more than thirty days, however, a notice of the adjourned meeting will be required to be given to each stockholder of record entitled to vote at the meeting. If, after the adjournment, a new record date for the stockholders entitled to vote is fixed for the adjourned meeting, the TTNP Board will be required to fix a new record date for notice of the adjourned meeting and give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.	Pursuant to the PubCo Charter, a quorum is not less than one-third of the votes attaching to issued PubCo Ordinary Shares and entitled to vote at the meeting, unless there is only one shareholder in which case that shareholder alone constitutes a quorum. If a quorum is not present after 30 minutes from the start of the meeting, the meeting (i) will be adjourned to the same day and time the following week or to such date and time as the PubCo Board shall determine, and (ii) will be dissolved if convened upon the requisition of shareholders. New notice will be required to be given if the meeting is adjourned for 30 days or more.
Meeting of Shareholders/ Stockholders – Record Date	Pursuant to Delaware law, the record date for determining the stockholders entitled to notice of any meeting of stockholders will be as fixed by the board of directors, but may not precede the date on which the resolution fixing the record date is adopted by the board of directors and may not be more than 60 days nor less than 10 days before the date of such meeting of stockholders. If the board of directors so fixes a date, such date will also be the record date for determining the stockholders entitled to vote at such meeting unless the board of directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting will be the date for making such determination. If no record date is fixed by the board of directors, the record date for determining the stockholders entitled to notice of and to vote at a meeting of stockholders will be the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.	The PubCo Charter does not specify time deadlines for establishment of a record date for voting. The PubCo Board may fix in advance or arrear a date as the record date for any such determination of shareholders entitled to notice of or to vote at a general meeting, and the PubCo Board may close the register of members for share transfers for a period not exceeding 30 days. If no record date is fixed, the date on which notice of the meeting is sent shall be the record date.
Directors – Election/Appointment	Subject to the rights of the holders of one or more series of preferred shares, voting separately by class or series, to elect directors pursuant to the terms of one or more series of preferred shares, the election of directors shall be determined by a plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon.	Directors are elected by an ordinary resolution (which is a simple majority threshold).

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Provision	TTNP	PubCo
Directors – Term	The TTNP Board is divided into three classes as nearly equal in number as possible and designated Class I, Class II and Class III. The term of the initial Class I Directors shall expire at the first annual meeting of the stockholders of TTNP following the effectiveness of the TTNP Charter, the term of the initial Class II Directors shall expire at the second annual meeting of the stockholders of TTNP following the effectiveness of the TTNP Charter and the term of the initial Class III Directors shall expire at the third annual meeting of the stockholders of TTNP. If the number of directors is changed, any increase or decrease is apportioned among the classes to maintain an equal number of directors in each class as nearly as possible, and any additional director of any class elected to fill a vacancy will hold office for the remaining term of that class, but in no case will a decrease in the number of directors remove or shorten the term of any incumbent director.	The PubCo Board is divided into three classes as nearly equal in number as possible and designated Class I, Class II and Class III. The term of the initial Class I Directors shall expire at the first annual general meeting of the shareholders of PubCo following the effectiveness of the PubCo Charter, the term of the initial Class II Directors shall expire at the second annual general meeting of the shareholders of PubCo following the effectiveness of the PubCo Charter and the term of the initial Class III Directors shall expire at the third annual general meeting of the shareholders of PubCo. If the number of directors is changed, any increase or decrease is apportioned among the classes to maintain an equal number of directors in each class as nearly as possible, and any additional director of any class elected to fill a vacancy will hold office until the next annual general meeting, but in no case will a decrease in the number of directors remove or shorten the term of any incumbent director.
Directors – Removal	Any or all of the directors may be removed from office at any time, but only for “cause” (as defined in the TTNP Governing Documents) and only by the affirmative vote of holders of a majority of the voting power of all then outstanding shares of TTNP Capital Stock, voting together in a single class; provided, however, for so long as any shares of TTNP Class B Common Stock shall remain outstanding, a director may not be removed for cause without the affirmative vote or written consent of the holders of a majority of the shares of TTNP Class B Common Stock then outstanding, voting separately as a single class.	Directors may be removed with or without cause by the vote of an ordinary resolution. Directors may also be removed by notice in writing signed by not less than three-fourths of all the Directors in number and may otherwise cease to hold office in any other manner provided for in the PubCo Charter.
Directors – Vacancy	Any vacancies on the TTNP Board resulting from death, resignation, retirement, disqualification, removal or other cause may be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum, or by a sole remaining director (and not by TTNP Stockholders), and any director so chosen shall hold office for the remainder of the full term of the class of directors in which the vacancy occurred and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal.	The PubCo Board has the power to appoint a person to fill a vacancy or as an addition to the PubCo Board, subject to the total number of directors not exceeding any limitation on the number of directors. Any such director must stand for election at the next annual general meeting of shareholders.
Directors – Number	Under Delaware law, the number of directors is fixed by or in the manner provided in the bylaws unless fixed by the TTNP Charter and if fixed by the TTNP Charter, the number may be changed only by amendment to the TTNP Charter. Under the TTNP Governing Documents, the TTNP Board must consist of one or more directors and the number of directors is to be fixed from time to time exclusively by resolution of the TTNP Board.	Under the PubCo Charter, the number of directors shall be established from time to time by ordinary resolution. Unless otherwise determined, the PubCo Board shall consist of not less than two members with no maximum. Upon close of the Business Combination, PubCo’s Board will have five (5) directors.

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Provision	TTNP	PubCo
Directors – Quorum and Vote Requirements	As permitted by Delaware law, the TTNP Bylaws provide that the presence of the directors entitled to cast a majority of the votes of the whole TTNP Board constitutes a quorum. Except where applicable law or the TTNP Governing Documents otherwise provide, a majority of the votes cast by the directors present at a meeting at which there is a quorum will constitute action by the TTNP Board.	Under the PubCo Charter, all matters brought to the vote of the PubCo shall be decided by a simple majority. In the case of an equality of votes, the chair shall have a second or casting vote. The quorum may be fixed by the PubCo Board, and unless so fixed shall be two (2) if there are two or more directors, and shall be one if there is only one director.
Director – Alternates	Under Delaware law, directors may not act by proxy.	Under the PubCo Charter, any director may appoint an alternate or a proxy.
Directors and Officers – Fiduciary Duties	Under Delaware law: ●   Directors and officers must act in good faith, with due care, and in the best interest of the corporation and all of its stockholders. ●   Directors and officers must refrain from self-dealing, usurping corporate opportunities and receiving improper personal benefits. ●   Decisions made by directors on an informed basis, in good faith and in the honest belief that the action was taken in the best interest of the corporation and all of its stockholders will be protected by the “business judgment rule.”	As a matter of Cayman Islands law, the duties of a director primarily derive from common law, the Cayman Companies Act, and the articles of association of a company. Under common law principles that will be applied by the Cayman Islands courts, directors have fiduciary duties, including: (a) the duty to act honestly and in good faith in what he or she considers are the best interests of the company (generally meaning the interests of the shareholders as a whole); (b) the duty of loyalty and to avoid actual or potential conflicts of interest arising between his or her duties to the company and his or her personal interest (subject to the caveat that the articles of association may authorize conflicts that have been disclosed to the other directors); (c) a duty to exercise his or her powers as a director under the Cayman Companies Act and the articles of association of the company only for the purposes for which they are conferred and not for a collateral or improper purpose; and (d) a duty not to fetter his or her exercise of future discretion as a director. Directors also have a common law duty to act with care, diligence and skill in the performance of his or her role. The duties of care, diligence and skill of a director of a Cayman Islands company are generally determined by both reference to the knowledge and experience actually possessed by the director and by reference to the skill, care and diligence as would be displayed by a reasonable director in those circumstances. The Cayman Companies Act contains certain statutory duties, including: (a) the duty not to pay or make any distribution to shareholders out of capital or share premium unless a company is able to pay its debts as they fall due following such payment; and (b) the duty to maintain certain statutory registers and proper books and records. A director must also act in accordance with any specific duties set forth in the articles of association from time to time. A director who fails to perform their Cayman Islands common law duties may be personally liable for financial compensation to the aggrieved party, the restoration of the company’s property, or for the payment to the company of any profits made in breach of the director’s duty. In addition, a director who fails to perform their duties under the Cayman Companies Act may be personally liable to a statutory fine and/or imprisonment of varying severity depending on the nature of the duty breached. This liability is in addition to any liability the company itself may be subject to. A Cayman Islands company may, however, include a provision in its articles of association (and may in addition enter into a separate contractual arrangement with a director) indemnifying a director against all losses and costs suffered by such director as a consequence of performance of his or her role as such, and exculpating a director from any liability to the company itself, including in circumstances where such director is in breach of his or her duties (provided that there has been no willful neglect, willful default, fraud, dishonesty or criminal act on the part of the director). A Cayman Islands company may also purchase insurance for directors and certain other officers against liability incurred as a result of any negligence, default, breach of duty or breach of trust in relation to the company. Please see “Director — Indemnification; Indemnification Insurance” below.

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Provision	TTNP	PubCo
Director – Indemnification; Indemnification Insurance	A summary of indemnification of officers and directors under Delaware law, the TTNP Governing Documents and director indemnification agreements is discussed below following this table of comparison. A Delaware corporation may purchase insurance in relation to any person who is or was a director or officer of the corporation.	The PubCo Charter provides that every current and former director and officer shall be indemnified to the fullest extent permitted by law, except where the liability has arisen as a result of the actual fraud or willful default of such person. PubCo must also advance reasonable legal fees and costs provided that the indemnified person undertakes to repay such amounts if it is determined that the individual was not entitled to be indemnified. PubCo may purchase insurance for the purpose of providing this indemnification.
Sale of Assets	Pursuant to Delaware law, the sale of all or substantially all the assets of TTNP requires approval by the TTNP Board and the stockholders holding at least a majority of the outstanding shares of stock entitled to vote thereon.	Under Cayman Islands law, generally speaking, shareholder approval is not required for the disposal of assets of an exempted company.
Dissolution/Winding Up	Under Delaware law, the dissolution of a corporation requires either (1) the approval of the board of directors and at least a majority of the outstanding stock entitled to vote thereon or (2) the approval of all of the stockholders entitled to vote thereon.	Under the Cayman Companies Act, a voluntary liquidation may be commenced by the shareholders of a company if a special resolution is passed to that effect. The directors are then required to swear a declaration of the company’s solvency within 28 days of the voluntary liquidation resolution being passed. If the directors are unable to do so, the voluntary liquidator appointed by the voluntary liquidation resolution will apply to the Cayman Islands courts for a supervision order and the liquidation will proceed under the supervision of the Cayman Islands courts. In addition, any shareholder who has held shares for at least six months (or any lesser period if the shares are held following transmission on death of a former shareholder) is entitled to petition the Cayman Islands courts to make a winding up order. A Cayman Islands court may make a winding up order if it is of the opinion that it is just and equitable that the company should be wound up. However, where a shareholder has contractually agreed not to present a petition for winding up against a company, the Cayman Companies Act provides that the Cayman Islands courts shall dismiss any petition for winding up by that shareholder.

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Provision	TTNP	PubCo
Dissenters’/Appraisal Rights	A stockholder may dissent and obtain fair value of shares in connection with certain mergers and consolidations.	The Cayman Companies Act does not specifically provide for any appraisal rights. However, in connection with the compulsory transfer of shares where a person has acquired at least 90% of the shares of the same class pursuant to an offer for all of the shares of that class and proceeds to serve notice of compulsory for acquisition of the remainder (as described above in “Business combinations”), any shareholder to whom such compulsory acquisition applies may apply to the Cayman Islands court within one month of receiving notice of the compulsory transfer to object to the transfer. In these circumstances, the burden is on the objecting shareholder to show that the court should exercise its discretion to prevent the compulsory transfer. The Cayman Islands courts are unlikely to grant any relief in the absence of bad faith, fraud, unequal treatment of shareholders or collusion as between the offeror and the holders of the shares who have accepted the offer as a means of unfairly forcing out minority shareholders. In addition, in connection with a merger or a consolidation, dissenting shareholders have the right to object to the terms of merger or consolidation approved by special resolution and instead be paid the fair value of their shares in cash (which, if not agreed between the parties, will be determined by the Cayman Islands court).These rights of a dissenting shareholder are not available in certain circumstances, for example, (i) to dissenters holding shares of any class in respect of which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the relevant date or (ii) where the consideration for such shares to be contributed are shares of the surviving or consolidated company (or depositary receipts in respect thereof) or shares of any other company (or depositary receipts in respect thereof) which are listed on a national securities exchange or designated as a national market system security on a recognized interdealer quotation system or held of record by more than 2,000 holders.
Shareholders’/Stockholders’ Derivative Actions	Pursuant to Delaware law, in any derivative suit instituted by a stockholder of a corporation, it must be averred in the complaint that the plaintiff was a stockholder of the corporation at the time of the transaction of which the stockholder complains or that such stockholder’s stock thereafter devolved upon such stockholder by operation of law. Pursuant to Delaware law, the complaint must set forth with particularity the efforts of the plaintiff to obtain action by the board of directors (“demand refusal”) or the reasons for not making such effort (“demand excusal”). Such action may not be dismissed or compromised without the approval of the court. In general, the stockholder instituting the derivative suit must maintain stock ownership through the pendency of the derivative suit.	Under common law principles, shareholders in a Cayman Islands company are entitled to have the affairs of a company conducted in accordance with such company’s constitution and applicable law. As such, shareholders may bring personal or representative actions against a company in respect of breaches of their (and other similarly affected shareholders’) rights as shareholders under the constitution of the company and applicable law (for example, in the event that they are prevented from exercising voting rights, or from requisitioning a meeting). A minority shareholder may also bring a derivative action in the name of a company. While, as a matter of common law (under the general rule known as the rule in Foss v. Harbottle), the Cayman Islands courts will generally refuse to interfere with the management of a company at the insistence of a minority shareholder in circumstances where the majority have approved or ratified the matter or act in contention, a minority shareholder may be permitted to commence a derivative action in the name of a company in order to challenge any such matter or act which: (a) is ultra vires the company or illegal; (b) constitutes a fraud on the minority where the wrongdoers control the company; (c) constitutes an infringement of individual rights of shareholders (such as a right to attend and vote at a meeting); and/or (d) has not been properly approved in accordance with any applicable special or extraordinary majority of the shareholders. The Cayman Companies Act also gives power to the Cayman Islands courts to wind up a company if the courts are of the opinion that it would be just and equitable to do so (and if the courts consider it just and equitable to wind up the company, they may instead make other orders with respect to the company as an alternative to a winding up order). The basis on which the courts may make exercise such powers on application by shareholders in a Cayman Islands company have been held to include the following: (a) the substratum of the company has disappeared; (b) there has been some fraud on the minority or illegality; and (c) there has been mismanagement or misapplication of the company’s funds.

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Provision	TTNP	PubCo
Anti-Takeover Provision/ Regulation of Takeovers, Substantial Acquisition Rules	Delaware law generally prohibits “business combinations,” including mergers, sales and leases of assets, issuances of securities and similar transactions by a corporation, with an “interested stockholder” who directly or indirectly beneficially owns 15% or more of a corporation’s voting stock, within three years after the person or entity becomes an interested stockholder, unless: ●   the business combination or the transaction which caused the person or entity to become an interested stockholder is approved by the board of directors prior to the business combination or the transaction; ●   upon the completion of the transaction in which the person or entity becomes an interested stockholder, the interested stockholder holds at least 85% of the voting stock of the corporation not including (a) shares held by officers and directors and (b) shares.	Except for specific rules that apply only to companies listed on the Cayman Islands Stock Exchange or companies that are regulated by the Cayman Islands Monetary Authority (which are not applicable to PubCo, there are no rules or restrictions under the Cayman Islands’ Code on Takeovers and Mergers and Rules Governing Substantial Acquisitions of Shares governing the acquisition of all or a specified percentage of direct or indirect voting rights in a Cayman Islands company, or the conduct of the directors of a Cayman Islands company following an actual or potential takeover or merger offer, nor are there any statutory restrictions in respect of defensive mechanisms which the board of directors could employ in respect of actual or potential takeover or merger offers.
Business Combination	Under Delaware law, in a process known as a “short form” merger, a corporation that owns at least 90% of the outstanding shares of each class of voting stock of another corporation that, absent such law, would be entitled to vote on such merger, may either merge the other corporation into itself and assume all of its obligations or merge itself into the other corporation by executing, acknowledging and filing with the Secretary of State of the State of Delaware a certificate of such ownership and merger setting forth a copy of the resolution of its board of directors authorizing such merger. If the parent corporation is a Delaware corporation that is not the surviving corporation, the merger also must be approved by a majority of the outstanding stock of the parent corporation entitled to vote thereon. If the parent corporation does not own all of the stock of the subsidiary corporation immediately prior to the merger, the minority stockholders of the subsidiary corporation party to the merger will have appraisal rights.	The Cayman Companies Act makes specific provision for the acquisition of a Cayman Islands company by way of a court- approved scheme of arrangement, by way of mandatory squeeze-out following a tender offer, and by way of merger. A court-approved scheme of arrangement under the Cayman Companies Act requires the approval of a majority in number of the registered holders of each participating class or series of shares voting on the scheme of arrangement, representing 75% or more in value of the shares of each participating classes or series voted on such proposal at the relevant meeting (excluding any shares held by the acquiring party on the basis that they will be considered a separate “class”). If a scheme of arrangement receives the requisite shareholder approval and is subsequently sanctioned by the Cayman Islands courts, all holders of all classes or series of shares to which the series relates will be bound by the terms of the scheme of arrangement. The Cayman Companies Act also provides that, where an offer is made to acquire all of a class of shares and the holders of 90% or more in value of the shares of such class (excluding shares already held by the offeror) have accepted such offer within four months of it being made, the offeror may require the remaining shareholders in that class to transfer their shares on the same terms as set out in the offer by serving notice at any time within two months of the expiry of the four month period (subject to a right of such remaining shareholders to obtain relief from the Cayman Islands courts, as described below in “Appraisal rights”). If the offeror acquires more than 90% of the shares of a class following such an offer but does not exercise its compulsory acquisition right, the remaining shareholders have no right to require the offeror to acquire their shares on the terms of the offer following closure of the offer. The Cayman Companies Act also provides that business combinations can be effected by way of a merger of a Cayman Islands company with one or more other companies (wherever incorporated, provided that such merger is not prohibited by the laws of the jurisdiction of incorporation of any such other company) with the approval of the shareholders by special resolution. In addition, the consent of each holder of a fixed or floating security of a constituent company in any such merger must be obtained, unless the Cayman Islands courts waive such requirement. Shareholders who register their dissent to the merger in accordance with the provisions of the Cayman Companies Act have the right to receive the “fair value” of their shares in cash, subject to certain exceptions, as further described below in “Dissenters’/Appraisal rights”).

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Indemnification of Directors and Officers

Under the DGCL, a Delaware corporation may include in its certificate of incorporation a provision that, subject to the limitations described below, eliminates or limits the personal liability of a director to the corporation or its stockholders for monetary damages for breaches of fiduciary duty as a director. Such a provision may not eliminate or limit the liability of a director for (i) any breach of the duty of loyalty to the corporation or its stockholders, (ii) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) the willful or negligent payment of unlawful dividends or purchases or redemptions of shares of stock, or (iv) transactions from which such director derived an improper personal benefit. The TTNP Charter includes a provision providing that directors of TTNP shall not be liable to TTNP or its stockholders for monetary damages for breach of fiduciary duty, except to the extent such exemption or limitation is not permitted by the DGCL or unless they violated their duty of loyalty to TTNP or its stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock purchases or unlawful redemptions, or derived improper personal benefit from their actions as directors.

The DGCL also provides that a Delaware corporation has the power to indemnify any person who is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigative) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee of another entity, against reasonable expenses (including attorneys’ fees) and, in actions not brought by or in the right of the corporation, judgments, fines and amounts paid in settlement, in each case, actually and reasonably incurred in connection with such action, suit or proceeding, but only if such person acted in a manner reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action, had no reasonable cause to believe his or her conduct was unlawful, except that in any action brought by or in the right of the corporation, such indemnification may not be made if such person is adjudged liable to the corporation (unless otherwise determined by the court in which such action, suit or proceeding was brought or the Delaware Court of Chancery). In addition, under Delaware law, to the extent that a present or former director or officer of a Delaware corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above or any claim, issue or matter therein, he or she must be indemnified by the corporation against expenses (including attorneys’ fees) actually and reasonably incurred by him or her.

Furthermore, under Delaware law, a Delaware corporation is permitted to maintain directors’ and officers’ insurance.

Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime.

The PubCo Charter provide that, to the maximum extent permitted by law, every current and former Director and officer of the PubCo (excluding an Auditor) shall be entitled to be indemnified out of the assets of the PubCo against any liability, action, proceeding, claim, demand, costs, damages or expenses, including legal expenses (each a “liability”), which such indemnified person may incur in that capacity unless such liability arose as a result of the actual fraud or willful default of such person. Under the PubCo Charter, every current and former Director and officer of the PubCo shall be liable to PubCo for any loss or damage resulting (directly or indirectly) from such indemnified person carrying out his or her duties unless that liability arises through the actual fraud or willful default of such indemnified person. For this purpose, no officer or Director shall be deemed to have committed “actual fraud” or “willful default” until a court of competent jurisdiction has made a final, non-appealable finding to that effect.

Delaware Anti-Takeover Laws

Delaware law and the TTNP Governing Documents contain provisions that may prevent or discourage a third party from acquiring TTNP, even if the acquisition would be beneficial to its stockholders.

PubCo’s authorized but unissued ordinary shares are available for future issuances without shareholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. Under the PubCo Charter, the PubCo Board is authorized to issue these shares in one or more classes with differing rights. The existence of authorized but unissued and unreserved ordinary shares and preference shares could render more difficult or discourage an attempt to obtain control of PubCo by means of a proxy contest, tender offer, merger or otherwise.

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TTNP is subject to Delaware law prohibiting TTNP from engaging in any “business combination” with an “interested stockholder” for a period of three years subsequent to the time that the stockholder became an interested stockholder unless:

● prior to such time, the TTNP Board of directors approved either the Business Combination or the transaction in which the stockholder became an interested stockholder;

● upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owns at least 85% of the outstanding voting stock (with certain exclusions); or at or after the person becomes an interested stockholder, the Business Combination is approved by the TTNP Board and authorized by a vote of at least 66 2/3% of the outstanding voting stock of TTNP not owned by the interested stockholder.

For purposes of Delaware law, an “interested stockholder” generally is defined as an entity or person (other than the corporation and any direct or indirect majority-owned subsidiary of the corporation) directly or indirectly beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated or associated with such entity or person.

For purposes of Delaware law, a “business combination” includes mergers, asset sales and other transactions resulting in financial benefit to a stockholder. This Delaware law could prohibit or delay mergers or other takeover or change of control attempts with respect to TTNP and, accordingly, may discourage attempts that might result in a premium over the market price for the shares held by TTNP Stockholders.

Mergers and Similar Arrangements

The Cayman Companies Act permits mergers and consolidations between Cayman Islands companies and between Cayman Islands companies and non-Cayman Islands companies. For these purposes, (1) “merger” means the merging of two or more constituent companies and the vesting of their undertaking, property and liabilities in one of such companies as the surviving company, and (2) a “consolidation” means the combination of two or more constituent companies into a consolidated company and the vesting of the undertaking, property and liabilities of such companies to the consolidated company.

In order to effect such a merger or consolidation, the directors of each constituent company must approve a written plan of merger or consolidation, which must then be authorized by either (1) a special resolution of the shareholders of each constituent company, and (2) such other authorization, if any, as may be specified in such constituent company’s articles of association. The written plan of merger or consolidation must be filed with the Registrar of Companies of the Cayman Islands together with a declaration as to the solvency of the consolidated or surviving company, a list of the assets and liabilities of each constituent company and an undertaking that a copy of the certificate of merger or consolidation will be given to the members and creditors of each constituent company and that notification of the merger or consolidation will be published in the Cayman Islands Gazette. Court approval is not required for a merger or consolidation which is effected in compliance with these statutory procedures.

A merger between a Cayman parent company and its Cayman subsidiary or subsidiaries does not require authorization by a resolution of shareholders of that Cayman subsidiary if a copy of the plan of merger is given to every member of that Cayman subsidiary to be merged unless that member agrees otherwise. For this purpose, a company is a “parent” of a subsidiary if it holds issued shares that together represent at least ninety percent (90%) of the votes at a general meeting of the subsidiary.

The consent of each holder of a fixed or floating security interest over a constituent company must be obtained, unless the court waives such requirement.

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Where the merger or consolidation involves a foreign company, the procedure is similar, save that with respect to the foreign company, the directors of the Cayman Islands exempted company are required to make a declaration to the effect that, having made due enquiry, they are of the opinion that the requirements set out below have been met: (1) that the merger or consolidation is permitted or not prohibited by the constitutional documents of the foreign company and by the laws of the jurisdiction in which the foreign company is incorporated, and that those laws and any requirements of those constitutional documents have been or will be complied with; (2) that no petition or other similar proceeding has been filed and remains outstanding or order made or resolution adopted to wind up or liquidate the foreign company in any jurisdictions; (3) that no receiver, trustee, administrator or other similar person has been appointed in any jurisdiction and is acting in respect of the foreign company, its affairs or its property or any part thereof; and

(4) that no scheme, order, compromise or other similar arrangement has been entered into or made in any jurisdiction whereby the rights of creditors of the foreign company are and continue to be suspended or restricted.

Where the surviving company is the Cayman Islands exempted company, the directors of the Cayman Islands exempted company are further required to make a declaration to the effect that, having made due enquiry, they are of the opinion that the requirements set out below have been met: (1) that the foreign company is able to pay its debts as they fall due and that the merger or consolidated is bona fide and not intended to defraud unsecured creditors of the foreign company; (2) that in respect of the transfer of any security interest granted by the foreign company to the surviving or consolidated company (a) consent or approval to the transfer has been obtained, released or waived; (b) the transfer is permitted by and has been approved in accordance with the constitutional documents of the foreign company; and (c) the laws of the jurisdiction of the foreign company with respect to the transfer have been or will be complied with; (3) that the foreign company will, upon the merger or consolidation becoming effective, cease to be incorporated, registered or exist under the laws of the relevant foreign jurisdiction; and (4) that there is no other reason why it would be against the public interest to permit the merger or consolidation.

Where the above procedures are adopted, the Cayman Companies Act provides for a right of dissenting shareholders to be paid a payment of the fair value of his shares upon their dissenting to the merger or consolidation if they follow a prescribed procedure. In essence, that procedure is as follows: (1) the shareholder must give his written objection to the merger or consolidation to the constituent company before the vote on the merger or consolidation, including a statement that the shareholder proposes to demand payment for his shares if the merger or consolidation is authorized by the vote; (2) within 20 days following the date on which the merger or consolidation is approved by the shareholders, the constituent company must give written notice to each shareholder who made a written objection; (3) a shareholder must within 20 days following receipt of such notice from the constituent company, give the constituent company a written notice of his intention to dissent including, among other details, a demand for payment of the fair value of his shares; within seven days following the date of the expiration of the period set out in paragraph (2) above or seven days following the date on which the plan of merger or consolidation is filed, whichever is later, the constituent company, the surviving company or the consolidated company must make a written offer to each dissenting shareholder to purchase his shares at a price that the company determines is the fair value and if the company and the shareholder agree the price within 30 days following the date on which the offer was made, the company must pay the shareholder such amount; and (5) if the company and the shareholder fail to agree a price within such 30 day period, within 20 days following the date on which such 30 day period expires, the company (and any dissenting shareholder) must file a petition with the Cayman Islands courts to determine the fair value and such petition must be accompanied by a list of the names and addresses of the dissenting shareholders with whom agreements as to the fair value of their shares have not been reached by the company. At the hearing of that petition, the court has the power to determine the fair value of the shares together with a fair rate of interest, if any, to be paid by the company upon the amount determined to be the fair value. Any dissenting shareholder whose name appears on the list filed by the company may participate fully in all proceedings until the determination of fair value is reached. These rights of a dissenting shareholder are not available in certain circumstances, for example, to dissenters holding shares of any class in respect of which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the relevant date or where the consideration for such shares to be contributed are shares of any company listed on a national securities exchange or shares of the surviving or consolidated company.

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Separate from the statutory provisions relating to mergers and consolidations, the Cayman Companies Act also has separate statutory provisions that facilitate the reconstruction or amalgamation of companies by way of schemes of arrangement, provided that the arrangement is approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made and who must in addition represent three-fourths in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or meetings, convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned by the Grand Court of Cayman Islands. While a dissenting shareholder would have the right to express to the court the view that the transaction ought not to be approved, the court can be expected to approve the arrangement if it determines that:

● the statutory provisions as to the required majority vote have been met;

● the shareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide without coercion of the minority to promote interests adverse to those of the class;

● the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest; and

● the arrangement is not one that would more properly be sanctioned under some other provision of the Cayman Companies Act.

If an arrangement and reconstruction by way of scheme of arrangement is approved and sanctioned, or if a tender offer is made and accepted in accordance with the following statutory procedures, any dissenting shareholder would have no rights comparable to appraisal rights (providing rights to receive payment in cash for the judicially determined value of the shares), which would otherwise ordinarily be available to dissenting shareholders of United States corporations.

REGULATIONS APPLICABLE TO THE COMPANY

This section sets forth a summary of applicable laws, rules, regulations, government and industry policies and requirements that have a significant impact on the Company’s operations and business in Asia. This summary does not purport to be a complete description of all laws and regulations, which apply to the Company’s 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 proxy statement/prospectus, which may be subject to change.

Our business is predominantly conducted by headquarters in Malaysia, but we have operations also in Singapore and Hong Kong. Hong Kong was established as a special administrative region of the PRC in accordance with Article 31 of the Constitution of the PRC. The Basic Law of the Hong Kong Special Administrative Region of the People’s Republic of China (the “Basic Law”) was adopted and promulgated on April 4, 1990 and became effective on July 1, 1997, when the PRC resumed the exercise of sovereignty over Hong Kong. Pursuant to the Basic Law, Hong Kong is authorized by the National People’s Congress of the PRC to exercise a high degree of autonomy and enjoy executive, legislative and independent judicial power, under the principle of “one country, two systems”; furthermore, the laws previously in force in Hong Kong, that is, the common law, rules of equity, ordinances, subordinate legislation and customary law, shall be maintained, except for any that contravene the Basic Law and are subject to any amendment by the legislature of Hong Kong, and the national laws of the mainland China shall not be applied in Hong Kong except for those that relating to defense, foreign affairs and other matters that are not outside the limits of the autonomy of Hong Kong as specified by the Basic Law, which are listed under Annex III to the Basic Law.

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References in this section to “we,” “us,” or “our” are to the Company Group, except where the context requires otherwise.

The Company is subject to various laws and regulations in Singapore, Malaysia, Hong Kong and the other countries in which we operate, including those relating to company law, consumer protection, labor laws, prevention of money laundering and financing of criminal activity and terrorism, privacy and data protection, foreign exchange controls and competition laws, among others, all of which are continuously evolving and developing. It is also likely that as our business grows and evolves to other countries, including Brazil where we have established presence but have not yet conducted any business activities as of the date of this proxy statement/prospectus, and we will become subject to laws and regulations in additional jurisdictions. The scope and interpretation of the laws and regulations that are or may be applicable to the Company are often unclear and may conflict. Additional laws in these and other areas affecting our business are likely to be enacted in the future, which could limit or require changes to the ways in which we conduct our business, and could both increase our compliance costs and decrease our revenues. See “Risk Factors — Risks Related to the Company’s International Operations, Legal and Regulatory Matters.”

Regulations in Malaysia

Regulations on Business Registration

A person who desires to form a company shall apply for incorporation, pursuant to the provisions of the Companies Act 2016 of Malaysia (the “Malaysian Companies Act”), with the Companies Commission of Malaysia. The Local Government Act 1976 of Malaysia empowers every local authority to create, amend or revoke any by-laws in respect of the local government area, and to grant any license or permit of any trade, occupation or premises and such license shall be subject to such conditions and restrictions as the local authority may prescribe. Any person who fails to exhibit his license at all times in some prominent place on the licensed premises or fails to produce such license when required shall be liable to a fine not exceeding MYR500 and/or to imprisonment for a term not exceeding six months. As such, prior to the commencement of the Company’s business operations in Malaysia, the Company is required to apply for business premises licenses for their operating premise from the relevant local authority. The Company has been registered in accordance with the Malaysian Companies Act and have obtained the business premises license from the local authority.

Regulations on Labor and Employment in Malaysia is mainly governed by the Employment Act 1955 (the “Malaysian Employment Act”). The Malaysian Employment Act governs and regulates contracts of service, payment of wages, employment of women, maternity protection, hours of work, holidays, leave policy, termination, layoff, retirement benefits, and employment of foreign employees. Following the implementation of the Employment (Amendment of First Schedule) Order 2022, which came into force on January 1, 2023, the applicability of the EA 1955 has been expanded to include any person who has entered into a contract of service with an employer, irrespective of their monthly wages, is engaged in manual labor, serves as a supervisor of such manual laborer, serves as a domestic employee, or is engaged in any capacity in any vessel registered in Malaysia subject to certain conditions. Notwithstanding this, pursuant to Paragraph 1A of the First Schedule of the Malaysian Employment Act, certain provisions in respect of overtime payments and termination benefits will not apply to employees whose wages exceed RM4,000 a month.

The widening scope of the Malaysian Employment Act indicates that all employers should ensure that the terms of their existing contract of employment comply with the minimum standards prescribed under the Malaysian Employment Act as well as all other applicable statutory requirements, including the minimum retirement age and statutory contributions such as Social Security and Employees’ Provident Fund. Both employees and employers in Malaysia are required to contribute toward the Employees Provident Fund, the Employment Insurance System and the Employees Social Security Fund. The contributions are premised on the statutorily prescribed rates under the Employees Provident Fund Act 1991 of Malaysia, Employment Insurance System Act 2017 of Malaysia and Employees’ Social Security Fund Act 1969 of Malaysia.

Other laws and regulations in relation to employment matters include the Industrial Relations Act 1967, Immigration Act 1959/63, Employment (Restriction) Act 1968, Employee Social Security General Rules 1971, Minimum Retirement Age Act 2012 and Minimum Wages Order 2020. As of LPD, we are in compliance with all applicable employment regulations.

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Worker Classification

Under Malaysian law, an “employee” means a person engaged under a contract of service while an “independent contractor” means a person engaged pursuant to a contract for services. The Malaysian Employment Act defines “contract of service” as any agreement, whether oral or in writing and whether express or implied, whereby one person agrees to employ another as an employee and that other agrees to serve his or her employer as an employee and includes an apprenticeship contract. There is no single legal test to determine whether a person is engaged as an employee or an independent contractor. The degree of control exercised over the person engaged is an important factor but not the sole criteria in making a determination. The Industrial Court of Malaysia will examine all facts and circumstances and the conduct of the parties, including but not limited to the degree of control, whether there is a fixed compensation package or whether the individual undertook a business risk, exclusivity, whether any statutory contributions (such as the Employees Provident Fund) have been made and the contractual terms of the engagement in determining the status of an employee or independent contractor.

Competition Law

The competition law in Malaysia prohibits two categories of activities: (i) anti- competitive practices and (ii) abuse of dominant positions, and the Competition Act 2010 of Malaysia (“Malaysia Competition Act”) is generally enforced by the Malaysia Competition Commission (the “MyCC”), save for competition issues arising in specific sectors (such as the telecommunications sector, the aviation sector and the energy and gas supply sector which fall under the relevant applicable laws and are regulated by other regulators). The Malaysia Competition Act applies to all commercial activities which have an effect on competition in any market in Malaysia, whether such activities are carried out within or outside Malaysia. Infringements of the Competition Act 2010 of Malaysia may result in, among other things, the imposition of a financial penalty of up to 10% of the worldwide turnover of the enterprise for the period during which the infringement occurred. The MyCC may also take other actions, including issuing cease and desist orders. Pursuant to Section 61 of the Malaysia Competition Act, any person who commits an offence under the Malaysia Competition Act may be liable to: (a) if such person is a body corporate, a fine not exceeding five million ringgit, and for a second or subsequent offence, to a fine not exceeding ten million ringgit; or (b) if such person is not a body corporate, a fine not exceeding one million ringgit or to imprisonment for a term not exceeding five years or to both, and for a second or subsequent offense, to a fine not exceeding two million ringgit or to imprisonment for a term not exceeding five years or to both.

Regulations on Data Protection

The Personal Data Protection Act 2010 of Malaysia (the “Malaysia PDPA”) regulates the processing of personal data in commercial transactions in Malaysia and is enforced by the Personal Data Protection Commission. The Malaysia PDPA applies to (a) any person who processes, and (b) any person who has control over or authorizes the processing of, any personal data in respect of commercial transactions. The Malaysia PDPA also applies to a person in respect of personal data if (a) the person is established in Malaysia and personal data is processed, whether or not in the context of that establishment, by that person or any other person employed or engaged by that establishment, or (b) the person is not established in Malaysia but uses equipment in Malaysia for processing the personal data, except for the purposes of transit through Malaysia.

“Processing” in relation to personal data, means collecting, recording, holding or storing the personal data or carrying out any operation or set of operations on the personal data, including (a) the organization, adaptation or alteration of personal data; (b) the retrieval, consultation or use of personal data; (c) the disclosure of personal data by transmission, transfer, dissemination or otherwise making available; or (d) the alignment, combination, correction, erasure or destruction of personal data.

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“Personal data” is statutorily defined to mean any information in respect of commercial transactions, which (a) is being processed wholly or partly by means of equipment operating automatically in response to instructions given for that purpose, (b) is recorded with the intention that it should wholly or partly be processed by means of such equipment, or (c) is recorded as part of, or with the intention that it should form a part of, a relevant filing system that relates directly or indirectly to a data subject (i.e., an individual who is the subject of the personal data) who is identified or identifiable from that information or from that and other information in the possession of a data user, including any sensitive personal data and expression of opinion about the data subject. “Personal data” does not include any information that is processed for the purpose of a credit reporting business carried on by a credit reporting agency under the Credit Reporting Agencies Act 2010 of Malaysia. “Commercial transactions” is statutorily defined as any transaction of a commercial nature, whether contractual or not, which includes any matters relating to the supply or exchange of goods or services, agency, investments, financing, banking and insurance, but does not include a credit reporting business carried out by a credit reporting agency under the Credit Reporting Agencies Act 2010 of Malaysia.

Under the Malaysia PDPA, a “data user” is a person who either alone or jointly, or in common with other persons, processes any personal data or has control over, or authorizes the processing of, any personal data but does not include a processor. The Malaysia PDPA provides that data users must adhere to the following principles with respect to the processing of personal data:

(a)	the general principle;
(b)	the notice and choice principle;
(c)	the disclosure principle;
(d)	the security principle;
(e)	the retention principle;
(f)	the data integrity principle; and
(g)	the access principle.

In general, to process or disclose personal data relating to any individuals would require (i) consent from such individuals, particularly pertaining to sensitive personal data, which may be obtained in any form that can be recorded and maintained properly by the data user; and (ii) written notice to such individuals informing such individuals amongst others, (a) personal data that is being processed by or on behalf of the data user and whether it is obligatory or voluntary for the individual to supply the personal data and, where it is obligatory for the individual to supply the personal data, the consequences that the individual may face if the individual fails to supply the personal data, (b) the purposes for which the personal data is being or is to be collected and further processed, (c) any information available to the data user as to the source of that personal data, (d) the individual’s right to request access to and request correction of the personal data, (e) the class of third parties to whom the data user disclosed or may disclose the personal data, and (f) the choices and means the data user offers the data subject for limiting the processing of personal data, including personal data relating to other persons who may be identified from that personal data. Any person engaged in processing personal data shall take measures to protect the personal data from any loss, misuse, modification, unauthorized or accidental access or disclosure, alteration or destruction and to maintain the integrity of the personal data processed, which should not be kept longer than necessary for the fulfilment of the purpose for which it was to be processed. Violation of the Malaysia PDPA, when convicted, may result fine up to RM500,000 and/or to imprisonment or both.

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As a reseller of HCM solutions of Oracle, DayForce, MiHCM and Workplaze, the Company does not collect or process any personal data of any of its corporate customers. All personal data are collected and processed by its corporate customers through the use of the HCM solutions provided by Oracle, DayForce, MiHCM and Workplaze. The Company does not deal with nor own any information of its customers’ personal data stored in such HCM solutions or the database of Oracle, DayForce, MiHCM or Workplaze. Accordingly, the Malaysia PDPA has limited application to the Company, only with regards to any personal data that the Company’s customers may provide to the Company for user acceptance test, even so, the Company only utilizes masked data, i.e., anonymized or pseudonymized data that does not reveal the actual identities of individuals when testing and verifying solutions before deployment into the client’s environment. In the unlikely  event where there are security breaches on the HCM solutions of the Company’s customers or the database of Oracle, DayForce, MiHCM or Workplaze which lead to leakage of personal data of the employees or customers of the Company’s customers to unauthorized parties, the Company has well-defined incident response procedures, including immediate notification to the client, thorough investigation, and remediation measures to prevent future occurrences, however the Company’s reputation may be indirectly and adversely affected. The Company has also established policies and procedures to help protect the security and privacy of any personal data given to the Company, but it is possible that its security controls over the personal data may not prevent the improper access to or disclosure of this data such as unauthorized access to restricted personal data by its employees.

The Company is not a data user which processes or has control over or authorizes the processing of, any personal data other than the personal data of its own employees. Accordingly, the Malaysia PDPA has limited application to us. In any event, the Company has established policies and procedures to help protect the security and privacy of any personal data given in accordance to the Malaysia PDPA.

Regulations on Foreign Investment

As there is no overarching FDI regime in Malaysia, foreign equity restrictions thresholds vary between every industry, depending on the applicable laws, policies, and regulations issued by the relevant governmental departments. The Company is not subject to restrictions on foreign investment.

Regulations on Exchange Control

The exchange control regime in Malaysia is regulated by the Financial Services Act 2013 of Malaysia (the “Malaysia FSA”), which regulates the domestic and international transactions involving residents and non- residents of Malaysia and prescribes a list of transactions that are prohibited without approval from the Bank Negara Malaysia (the Central Bank of Malaysia) (the “BNM”). In exercise of the powers conferred by the Malaysia FSA, BNM issues the Foreign Exchange Notices (the “FE Notices”) which provides the directions, requirements, restrictions, and conditions of approval in respect of the prohibited transactions.

Foreign investors are generally free to repatriate proceeds, profits, dividends, rent, fees, and interest arising from any investment in Malaysia in foreign currency (except for the currency of Israel), subject to any withholding tax, in accordance with the FE Notices. The conversion of ringgit into foreign currency may be freely effected onshore with licensed banks or money-changers with certain limited exceptions. Unless otherwise restricted by contractual undertakings and subject to applicable laws, the Company is at liberty to distribute dividends to PubCo in foreign currency without having to seek prior approval from BNM.

Regulations on Anti-money Laundering

The Anti-Money Laundering, Anti-Terrorism Financing and Proceeds of Unlawful Activities Act 2001 (“Malaysian AMLATFA”), makes it an offense for any person to engage in or abet the commission of money laundering and terrorist financing, and seeks, among other things, to implement measures for the prevention of money laundering and terrorism financing offences. Any person who (a) engages in a transaction that involves proceeds of unlawful activity; (b) uses proceeds of unlawful activity; (c) removes from or brings into Malaysia proceeds of unlawful activity; or (d) conceals, disguises, or impedes the establishment of the true nature, origin, location, movement, disposition, title of, rights with respect to, or ownership of proceeds of unlawful activity commits a money laundering offense under the Malaysian AMLATFA.

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The Malaysian AMLATFA sets out that the reporting institution under the First Schedule of the Malaysian AMLATFA shall comply with the further obligations of prevention of money laundering and financing terrorism, which include reporting and recordkeeping duties, such as submitting suspicious transaction reports, implementing a risk-based application, and conducting customer due diligence. The Company is not deemed to be a reporting institution under the Malaysian AMLATFA. Nevertheless, the Company are required to comply with the provisions under the Malaysian AMLATFA.

Regulations in Singapore

We conduct business in Singapore through our subsidiary, KE Singapore, which has been incorporated in accordance with the Companies Act 1967 of Singapore (“Singapore Companies Act”) and registered with the Accounting and Corporate Regulatory Authority of Singapore as required by the Singapore Companies Act.

Regulations on Consumer Protection

There are various general consumer protection laws in place in Singapore, which apply generally to all relevant transactions including electronic transactions, but are not specifically targeted at regulating e-commerce operations. One or more of these laws would be relevant in the context of live streaming operations or e-commerce operations.

The Consumer Protection (Fair Trading) Act 2003 of Singapore is the primary statute governing consumer protection which sets out a legislative framework prohibiting suppliers from engaging in unfair practices in relation to transactions and to allow consumers aggrieved by unfair practices to have recourse to civil remedies before the Singapore courts. The definition of supplier under the Consumer Protection (Fair Trading) Act 2003 of Singapore includes persons who promote the use or purchase of goods or services. Suppliers may be held liable for engaging in unfair practices in relation to consumer transactions. Unfair practices include, among other things, (i) doing or saying anything, or omitting to do or say anything, that would reasonably deceive or mislead consumers, (ii) making a false claim, (iii) taking unreasonable advantage of a consumer, or (iv) making various forms of misrepresentations to the consumer.

The Consumer Protection (Trade Descriptions and Safety Requirements) Act 1975 of Singapore prohibits the use of false trade descriptions on goods supplied in the course of trade. Trade descriptions include any description, statement or indication that directly or indirectly relates to the fitness for purpose, strength, performance, behavior or accuracy of any goods. This prohibition applies to all persons in the course of business and would be applicable in an e-commerce marketplace. Violations of the Consumer Protection (Trade Descriptions and Safety Requirements) Act 1975 of Singapore are subject to criminal liability.

The Unfair Contract Terms Act 1977 of Singapore generally regulates against unfair contract terms such as exclusion clauses and limitation of liability clauses in most consumer and standard form contracts.

Amongst other things, the Unfair Contract Terms Act 1977 of Singapore prohibits the exclusion or restriction of liability for death or personal injury caused by negligence in all contracts. It also prevents sellers/service providers from excluding or limiting their liability for a breach of contract, unless it is reasonable for them to do so. The Unfair Contract Terms Act 1977 also circumscribes the limitation of liability in relation to certain implied terms in respect of goods purchased.

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The Singapore Code of Advertising Practice (the “SCAP”) is a code of practice set out by the Advertising Standards Authority of Singapore (the “ASAS”) prescribing general principles applicable to advertisements, which include decency, honesty and truthful presentation, and contains guidelines relating to specific services/products. While the SCAP has no force of law, a breach of the SCAP may lead to ASAS referring the matter to the Consumers Association of Singapore for actions under the Consumer Protection (Fair Trading) Act 2003 of Singapore if an advertiser has repeatedly violated the SCAP by marketing false, misleading or unsubstantiated claims. The ASAS has also issued additional guidelines from time to time, such as the Guidelines for Interactive Marketing Communication & Social Media, which emphasizes that marketing communication should be clearly distinguishable from editorial and personal opinion and should not take the form of social media content that appears to originate from a credible and impartial source, and the Guidelines on Advertising of Investments, which aim to minimize investments-related advertisement with claims that are speculative, misleading or not substantiable.

The Spam Control Act 2007 of Singapore, as administered by the IMDA regulates the sending or receiving of unsolicited bulk commercial electronic messages, or “spam”, in Singapore It imposes certain requirements on the sending or receiving of unsolicited bulk commercial electronic messages, or “spam,” in Singapore and applies to emails and text messages that have a Singapore nexus. Electronic messages must have an “unsubscribe facility” or “opt-out” function, and the recipient should be removed from the distribution list within 10 business days after submitting an opt-out request. Any person who suffers loss or damage as a result of any violation of the foregoing requirements is entitled to institute legal action, and the court may grant injunctions, damages or statutory damages.

Regulations on Intellectual Property Rights

The Intellectual Property Office of Singapore administers the intellectual property legislative framework in Singapore, which includes copyrights, trademarks and patents. Singapore is a member of the main international conventions regulating intellectual property matters, and the World Trade Organization’s Agreement on Trade Related Aspects of Intellectual Property Rights.

Singapore operates a first-to-file system in respect of registered trademarks under the Trade Marks Act 1988 of Singapore, and the registered proprietor is granted a statutory monopoly of the trademark in Singapore in relation to the product or service for which it is registered. In the event of any trademark infringement, the registered proprietor will be able to rely on the registered trademark as proof of his right to the mark, and the infringement of a trademark may give rise to civil and criminal liabilities. Statutory protection of a registered trademark can last indefinitely, as long as the registration is renewed every 10 years. Unregistered trademarks are also protected under the common law of passing off, provided that the owner is able to prove that there is goodwill or reputation in the mark; misrepresentation on the part of the infringer; and damage to the mark as a result.

Regulations on Competition Laws

The Singapore Competition Act, Chapter 50B of Singapore (the “Singapore Competition Act”) prohibits anti-competitive practices. Specific prohibited activities include agreements that prevent, restrict or distort competition, abuse of dominance and mergers that substantially lessen competition, whether these take place within or outside of Singapore, so long as they have an impact on a market in Singapore. The Competition and Consumer Commission of Singapore (the “CCCS”) is responsible for administering and enforcing the Singapore Competition Act, which covers all industries and sectors unless specifically exempted or excluded. Infringements of the Competition Act can result in financial penalties of up to 10 per cent. of the turnover of the business in Singapore for each year of infringement, up to a maximum of three years. The CCCS also has powers to impose directions requiring infringing undertakings to stop or modify the activity or conduct, or in the case of anti-competitive mergers, to remedy, mitigate or eliminate the adverse effects arising from the merger.

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Regulations on Labor and Employment

Employment Act 1968 of Singapore (“Singapore EA”)

The Singapore EA is administered by the Ministry of Manpower and sets out the basic terms and conditions of employment and the rights and responsibilities of employers as well as employees who are covered under the Singapore EA (“relevant employees”).

In particular, Part IV of the Singapore EA sets out requirements for rest days, hours of work and other conditions of service for workmen who receive salaries not exceeding S$4,500 a month and employees (other than workmen or person employed in a managerial or an executive position) who receive salaries not exceeding S$2,600 a month. Section 38(8) of the Singapore EA provides that a relevant employee is not allowed to work for more than 12 hours in any one day except in specified circumstances, such as where the work is essential to the life of the community, defense or security. In addition, section 38(5) of the Singapore EA limits the extent of overtime work that a relevant employee can perform to 72 hours a month.

Employers must seek the prior approval of the Commissioner for Labour (“Commissioner”) for exemption if they require a relevant employee or class of relevant employees to work for more than 12 hours a day or work overtime for more than 72 hours a month. The Commissioner may, after considering the operational needs of the employer and the health and safety of the relevant employee or class of relevant employees, by order in writing exempt such relevant employees from the overtime limits subject to such conditions as the Commissioner thinks fit. Where such exemptions have been granted, the employer shall display the order or a copy thereof conspicuously in the place where such employees are employed.

Workplace Safety and Health Act 2006 of Singapore (“Singapore WSHA”)

The Singapore WSHA governs the safety, health and welfare of persons at work in workplaces. Under Singapore WSHA every employer has the duty to take, so far as is reasonably practicable, such measures as are necessary to ensure the safety and health of his employees at work. These measures include providing and maintaining for the employees a work environment which is safe, without risk to health and adequate as regards facilities and arrangements for their welfare at work, ensuring that adequate safety measures are taken and ensuring that the person at work has adequate Singapore, information, training and supervision as is necessary for that person to perform his work. More specific duties imposed by the Ministry Of Manpower on employers are laid out in the Workplace Safety and Health (General Provisions) Regulations.

Any person guilty of an offence under the Singapore WSHA (but not including the relevant regulations) for which no penalty is expressly provided by the Singapore WSHA shall be liable on conviction:

(a)	in the case of a natural person, to a fine not exceeding S$200,000 or to imprisonment for a term not exceeding two (2) years or to both; and
(b)	in the case of a body corporate, to a fine not exceeding S$500,000, and, if the contravention in respect of which he was so convicted continues after the conviction the person shall (subject to Section 52 of the Singapore WSHA) be guilty of a further offence and shall be liable to a fine:

(i)	in the case of a natural person, not exceeding S$2,000 for every day or part thereof during which the offence continues after conviction; or
(ii)	in the case of a body corporate, not exceeding S$5,000 for every day or part thereof during which the offence continues after conviction.

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Regulations on Anti-money Laundering and Countering the Financing of Terrorism (“AML/CFT”)

Regulated financial institutions must comply with all applicable AML/CFT obligations, including the relevant AML/CFT Notices and Guidelines issued by Monetary Authority Singapore. Among other things, the AML/CFT Notices require financial institutions to put in place robust controls to detect and deter the flow of illicit funds through Singapore’s financial system, identify and know their customers (including beneficial owners), conduct regular account reviews, and to monitor and report any suspicious transaction.

The primary AML/CFT legislation in Singapore that are of general application are the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act, Chapter 84A of Singapore (the “CDSA”) and Terrorism (Suppression of Financing) Act, Chapter 325 of Singapore (the “TSOFA”). The CDSA provides for the confiscation of benefits derived from, and to combat, corruption, drug dealing and other serious crimes. Generally, the CDSA criminalizes the concealment or transfer of the benefits of criminal conduct as well as the knowing assistance of the concealment, transfer or retention of such benefits. The TSOFA criminalizes terrorism financing and prohibits any person in Singapore from dealing with or providing services to a terrorist entity, including those designated pursuant to the TSOFA. The CDSA and the TSOFA also require suspicious transaction reports to be lodged with the Suspicious Transaction Reporting Office. If any person fails to lodge the requisite reports under the CDSA and the TSOFA, it may be subject to criminal liability. In addition, financial institutions, non-financial institutions and individuals in Singapore are required to comply with financial sanction requirements in relation to individuals and entities designated by the United Nations.

Regulations on Data Protection

Personal Data Protection Act 2012 of Singapore (“Singapore PDPA”)

Singapore PDPA governs the collection, use and disclosure of individuals’ personal data by organizations. The Singapore PDPA also established the Personal Data Protection Commission (“PDPC”) to administer and enforce the Singapore PDPA.

The Singapore PDPA defines “personal data” as data, whether true or not, about an individual who can be identified —

(a) from that data; or

(b) from that data and other information to which the organization has or is likely to have access.

An organization is required to comply with the following obligations prescribed by the Singapore PDPA:

(a) obtain the consent of the individual before collecting, using, or disclosing his personal data, for purposes that a reasonable person would consider appropriate in the circumstances;

(b) notify the individual of the purpose of collecting his personal data;

(c) only use personal data for purposes consented by the individual;

(d) put in place mechanisms for individuals to withdraw their consent;

(e) take reasonable efforts to ensure that personal data collected is accurate and complete if the personal data is likely to be used to make a decision that affects the individual, or is likely to be disclosed to another organization;

(f) when requested, correct any error or omission in an individual’s personal data;

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(g) upon an individual’s request, provide an individual with his personal data in the organization’s possession and control, as well as information about the ways in which the personal data has been used or disclosed in the past year;

(h) protect personal data by making reasonable security arrangements to prevent unauthorized access, collection, use, disclosure, copying, modification, disposal or similar risks;

(i) cease to retain personal data as long as it is reasonable to assume that:

(i) the purpose for which it was collected is no longer being served by retaining it; and

(ii) the retention is no longer necessary for business or legal purpose;

(j) not to transfer any personal data out of Singapore except in accordance with the requirements set out in the Singapore PDPA; and

(k) implement the necessary policies and practices in order to meet its obligations under the Singapore PDPA and make information about its policies and practices available on request.

If the PDPC finds that an organization is not complying with any provision in the Singapore PDPA, it may give the organization all or any of the following directions:

(a) to stop collecting, using or disclosing personal data in contravention of the Singapore PDPA;

(b) to destroy personal data collected in contravention of the Singapore PDPA;

(c) to comply with any direction of the PDPC to provide access to or correct the personal data; or

(d) to pay a financial penalty of such amount not exceeding S$1 million.

Regulations on Foreign Investment and Exchange Control

Singapore does not have an umbrella regime for regulating foreign investment. Instead, foreign investment is regulated (if at all) by sector. Singapore imposes no significant restrictions on the repatriation of earnings and capital, or on remittances, foreign exchange transactions and capital movements.

Regulations in Hong Kong

We conduct business in Hong Kong mainly through the following subsidiaries: (a) Epicsoft Hong Kong, which is primarily engaged in the marketing and retail distribution of video games software, game codes and other related consumer items in Hong Kong; and (b) 2Game, which is primarily engaged in the distribution of video games and related products including digital content such as digital game codes. Each of our Hong Kong subsidiaries has obtained a business registration certificate under the Business Registration Ordinance (Chapter 310 of the Laws of Hong Kong) since incorporation and the commencement of its business operations.

Regulations Related to Business Registration

The Business Registration Ordinance (Chapter 310 of the Laws of Hong Kong), administered by Business Registration Office, requires every person carrying on any business to make an application to the Commissioner of Inland Revenue in the prescribed manner for the registration of that business within one month after the commencement of business. The Commissioner of Inland Revenue must register each business for which a business registration application is made and as soon as practicable after the prescribed business registration fee and levy are paid and issue a business registration certificate or branch registration certificate for the relevant business or the relevant branch, as the case may be. Any person who fails to apply for business registration shall be guilty of an offence and shall be liable for a fine of HK$5,000 and imprisonment for one year. As of the date of this prospectus, each of the Hong Kong subsidiaries have obtained and maintains a valid business registration certificate.

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Regulations Relating to Trade Description of Products

The Trade Descriptions Ordinance (Chapter 362 of the Laws of Hong Kong) prohibits false descriptions, false, misleading or incomplete information in respect of goods provided in the course of trade and to prohibit certain unfair trade practices. Under the Trade Descriptions Ordinance, it is an offence for a person, in the course of trade or business, to apply a false or misleading trade description to any goods or supply any goods with false or misleading trade descriptions, to forge any trademark or falsely apply any trademark to any goods, or to engage in relation to a consumer in a commercial practice that is a misleading omission, aggressive, bait advertising, a bait and switch, or constitutes wrongly accepting payment for a product.

A person who commits any such offense is subject to, on conviction on indictment, a fine of up to HK$500,000 and imprisonment for five years and, on summary conviction, a fine of HK$100,000 and imprisonment for two years.

Regulations on Labor and Employment

The Employment Ordinance (Chapter 57 of the Laws of Hong Kong) (the “EO”) is an ordinance enacted for, among other things, the protection of the wages of employees and the regulation of the general conditions of employment and employment agencies. Under the EO, an employee is generally entitled to, among other things, notice of termination of his or her employment contract, payment in lieu of notice, maternity protection in the case of a pregnant employee, sickness allowance, statutory holidays or alternative holidays and paid annual leave.

Under the Mandatory Provident Fund Schemes Ordinance (Chapter 485 of the Laws of Hong Kong) (the “MPFSO”), employers must participate in a Mandatory Provident Fund (the “MPF”) Scheme for employees employed under the jurisdiction of the EO. Under the MPF Scheme, generally, the employer and its employees are each required to make contributions to the plan at 5% of the employees’ relevant income, subject to a cap of monthly relevant income of HK$30,000.

Employers are also required to maintain a policy of insurance issued by an insurer for an amount not less than the applicable amount stated in the Employees’ Compensation Ordinance (Chapter 282 of the Laws of Hong Kong) (the “ECO”) in respect of work-related injuries. According to the ECO, the insured amount shall be not less than HK$100,000,000 per event if a company has no more than 200 employees.

Regulations Related to Anti-competition

The Competition Ordinance (Chapter 619 of the Laws of Hong Kong) (i) prohibits conduct that prevents, restricts or distorts competition in Hong Kong; (ii) prohibits mergers that substantially lessen competition in Hong Kong; and (iii) provides for incidental and connected matter.

The first conduct rule prohibits anti-competitive agreements, practices and decisions. It provides that an undertaking must not (i) make or give effect to an agreement; (ii) engage in a concerted practice; or (iii) as a member of an association of undertakings, make or give effect to a decision of the association, if the object or effect of the agreement, concerted practice or decision is to prevent, restrict or distort competition in Hong Kong. Serious anti-competitive conduct includes (i) fixing, maintaining, increasing or controlling the price for the supply of goods or services; (ii) allocating sales, territories, customers or markets for the production or supply of goods or services; (iii) fixing, maintaining, controlling, preventing, limiting or eliminating the production or supply of goods or services; and (iv) bid-rigging.

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The second conduct rule prohibits the abuse of market power. It provides that an undertaking that has a substantial degree of market power in a market must not abuse such power by engaging in conduct that has as its object or effect the prevention, restriction or distortion of competition in Hong Kong. This conduct may in particular, constitute an abuse of such market power if it involves predatory behavior towards competitors or limiting production, markets or technical development to the prejudice of consumers. Matters that may be taken into consideration when determining whether an undertaking has a substantial degree of market power in a market include (i) the market share of the undertaking; (ii) the undertaking’s power to make pricing and other decisions; and (iii) any barriers to entry to competitors into the relevant market.

The first conduct rule and the second conduct rule apply to all sectors of the Hong Kong economy.

Therefore, the Hong Kong subsidiaries’ business is subject to Competition Ordinance generally.

In the event of contravention of a competition rule, the Competition Tribunal may (i) on application by the Competition Commission, impose pecuniary penalty of any amount it considers appropriate subject to a maximum of 10% of the turnover of the undertaking concerned for each year in which the contravention occurred for each single contravention (if the contravention occurred in more than three years, 10% of the turnover of the undertaking for the three years that saw the highest, second highest and third highest turnover); (ii) on application by the Competition Commission, make an order disqualifying a person from being a director of a company or from otherwise being concerned in the affairs of a company; and (iii) make orders it considers appropriate, including but not limited to prohibiting an entity from making or giving effect to an agreement, requiring modification or termination of an agreement, requiring payment of damages to a person who has suffered loss or damage as a result of the contravention.

Regulations Related to Data Privacy

The Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) (“PDPO”), imposes a statutory duty on data users to comply with the requirements of the six data protection principles contained in Schedule 1 to the PDPO. The PDPO provides that a data user shall not do an act, or engage in a practice, that contravenes the six data protection principles unless the act or practice, as the case may be, is required or permitted under the PDPO. The six data protection principles are:

(a) Principle 1 — purpose and manner of collection of personal data;

(b) Principle 2 — accuracy and duration of retention of personal data;

(c) Principle 3 — use of personal data;

(d) Principle 4 — security of personal data;

(e) Principle 5 — information to be generally available; and

(f) Principle 6 — access to personal data.

Non-compliance with a data protection principle may lead to a complaint to the Privacy Commissioner for Personal Data (the “Privacy Commissioner”). The Privacy Commissioner may serve an enforcement notice to direct the data user to remedy the contravention and/ or instigate prosecution actions. A data user who contravenes an enforcement notice commits an offense which may lead to a fine and imprisonment.

The PDPO also gives data subjects certain rights, inter alia:

(i) the right to be informed by a data user whether the data user holds personal data of which the individual is the data subject;

(ii) if the data user holds such data, to be supplied with a copy of such data; and

(iii) the right to request correction of any data they consider to be inaccurate.

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The PDPO criminalizes certain uses, including, but not limited to, the misuse or inappropriate use of personal data in direct marketing activities, non-compliance with a data access request and the unauthorized disclosure of personal data obtained without the relevant data user’s consent. An individual who suffers damage, including injured feelings, by reason of a contravention of the PDPO in relation to his or her personal data may seek compensation from the data user concerned.

Regulations on Foreign Investment, Exchange Control and Dividend Distribution

There are no restrictions on foreign investments or foreign ownership applicable to the businesses currently conducted by our Hong Kong subsidiaries. There are also no foreign exchange controls currently in force in Hong Kong, and the Hong Kong dollar is freely convertible into other currencies. Our Hong Kong subsidiaries are not restricted in their ability to pay dividends.

Regulations Related to Hong Kong Taxation

Under the Inland Revenue Ordinance (Chapter 112 of the Laws of Hong Kong), where an employer commences to employ in Hong Kong an individual who is or is likely to be chargeable to tax, or any married person, the employer shall give a written notice to the Commissioner of Inland Revenue not later than three months after the date of commencement of such employment. Where an employer ceases or is about to cease to employ in Hong Kong an individual who is or is likely to be chargeable to tax, or any married person, the employer shall give a written notice to the Commissioner of Inland Revenue not later than one month before such individual ceases to be employed in Hong Kong.

Withholding Tax on Dividends

Under the current practice of the Inland Revenue Department of Hong Kong, no withholding tax is payable in Hong Kong in respect of dividends paid by the Hong Kong subsidiaries in Hong Kong.

Capital Gains and Profit Tax

The Inland Revenue Ordinance provides, among other things, that profits tax shall be charged on every person carrying on a trade, profession or business in Hong Kong in respect of his or her assessable profits arising in or derived from Hong Kong at the standard rate at 16.5%, except for the qualifying group entity under the two-tiered profits tax regime. The two-tiered profits tax regime is applicable to years of assessment commencing on or after April 1, 2018, for which the first HK$2,000,000 of assessable profits are taxed at the rate of 8.25% and the remaining assessable profits are taxed at 16.5%. The Inland Revenue Ordinance also contains detailed provisions relating to, among other things, permissible deductions for outgoings and expenses, set-offs for losses and allowances for depreciation of capital assets.

No tax is imposed in Hong Kong in respect of capital gains from the sale of shares. However, trading gains from the sale of shares by persons carrying on a trade, profession or business in Hong Kong, where such gains are derived from or arise in Hong Kong, will be subject to Hong Kong profits tax. Certain categories of taxpayers (for example, financial institutions, insurance companies and securities dealers) are likely to be regarded as deriving trading gains rather than capital gains, unless these taxpayers can prove that the investment securities are held for long-term investment purposes.

219

Under the Stamp Duty Ordinance (Chapter 117 of the Laws of Hong Kong), the Hong Kong stamp duty currently charged at the ad valorem rate of 0.1% on the higher of the consideration for or the market value of the shares, will be payable by the purchaser on every purchase and by the seller on every sale of Hong Kong shares (in other words, a total of 0.2% is currently payable on a typical sale and purchase transaction of Hong Kong shares). In addition, a fixed duty of HK$5 is currently payable on any instrument of transfer of Hong Kong shares. Where one of the parties is a resident outside Hong Kong and does not pay the ad valorem duty due by it, the duty not paid will be assessed on the instrument of transfer (if any) and will be payable by the transferee. If no stamp duty is paid on or before the due date, a penalty of up to ten times the duty payable may be imposed.

Regulations on Anti-money Laundering and Counter-Terrorist Financing

The Anti-money Laundering and Counter-Terrorist Financing Ordinance (Chapter 615 of the Laws of Hong Kong) (the “AMLO”) imposes requirements relating to client due diligence and record-keeping and provides regulatory authorities with the powers to supervise compliance with the requirements under the AMLO. In addition, the regulatory authorities are empowered to (i) ensure that proper safeguards exist to prevent contravention of specified provisions in the AMLO; and (ii) mitigate money laundering and terrorist financing risks. Our Hong Kong subsidiaries are not subject to these requirements.

Among other things, the Organized and Serious Crimes Ordinance (Chapter 455 of the Laws of Hong Kong) (the “OSCO”) empowers officers of the Hong Kong Police Force and the Hong Kong Customs & Excise Department to investigate organized crime and triad activities, and confers jurisdiction on the Hong Kong courts to confiscate the proceeds of organized and serious crimes and to issue restraint orders and charging orders in relation to the property of defendants of specified offenses under the OSCO. The OSCO extends the money laundering offense to cover the proceeds from all indictable offenses.

Among other things, the UN United Nations (Anti-terrorism Measures) Ordinance (Chapter 575 of the Laws of Hong Kong) (the “UNATMO”) stipulates that it is a criminal offense to (i) provide or collect property (by any means, directly or indirectly) with the intention to, or knowledge that the property will be used to, commit, in whole or in part, one or more terrorist acts; or (ii) make any property or financial (or related) services available, by any means, directly or indirectly, to or for the benefit of a person knowing that, or being reckless as to whether, such person is a terrorist or terrorist associate, or collect property or solicit financial (or related) services, by any means, directly or indirectly, for the benefit of a person knowing that, or being reckless as to whether, the person is a terrorist or terrorist associate. The UNATMO also requires a person to disclose his knowledge or suspicion of terrorist property to an authorized officer, and failure to make such disclosure constitutes an offense under the UNATMO.

SHARES ELIGIBLE FOR FUTURE SALE

Registration Rights

Registration Rights Agreement.

In connection with, and as a condition to the consummation of, the Business Combination, PubCo, Mr. Seow and Sire will enter into a registration rights agreement in customary form and substance, pursuant to which, among other things, PubCo will agree to provide Mr. Seow and Sire with certain rights relating to the registration for resale of the PubCo Ordinary Shares that they will receive in the Contribution and Exchange or TTNP Merger.

220

Rule 144

Pursuant to Rule 144 under the Securities Act (“Rule 144”), a person who has beneficially owned restricted PubCo Ordinary Shares for at least six months would be entitled to sell their securities; provided that (i) such person is not deemed to have been one of PubCo’s affiliates at the time of, or at any time during the three months preceding, a sale and (ii) PubCo is subject to the Exchange Act periodic reporting requirements for at least three months before the sale and has filed all required reports under Section 13 or 15(d) of the Exchange Act during the 12 months (or such shorter period as it was required to file reports) preceding the sale.

Persons who have beneficially owned restricted PubCo Ordinary Shares for at least six months but who are PubCo’s affiliates at the time of, or at any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of:

● one percent (1%) of the total number of PubCo Ordinary Shares then issued and outstanding; or

● the average weekly reported trading volume of the PubCo Ordinary Shares during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

Sales by PubCo’s affiliates under Rule 144 are also limited by manner of sale provisions and notice requirements and to the availability of current public information about PubCo.

Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies

Rule 144 is not available for the resale of securities initially issued by shell companies (other than business combination related shell companies) or issuers that have been at any time previously a shell company. However, Rule 144 also includes an important exception to this prohibition if the following conditions are met:

● the issuer of the securities that was formerly a shell company has ceased to be a shell company; the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

● the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials); and

● at least one year has elapsed from the time that the issuer filed Form 20-F type information with the SEC, which is expected to be filed promptly after completion of the Business Combination, reflecting its status as an entity that is not a shell company.

221

STOCK MARKET AND DIVIDEND INFORMATION

Shares of TTNP Common Stock currently trade on Nasdaq under the symbol “TTNP”.

The closing price of the TTNP Common Stock on August 16, 2024, the last trading day before announcement of the execution of the Merger Agreement, was $5.07. As of [●], 2024, the closing price for TTNP was $__.

PubCo intends to apply to list the PubCo Ordinary Shares on Nasdaq Capital Market with the ticker symbol “SIRE.” It is a condition to consummation of the Business Combination in the Merger Agreement that the PubCo Ordinary Shares to be issued in connection with the Business Combination shall have been approved for listing on Nasdaq, subject only to official notice of issuance thereof. PubCo, the Company and TTNP have certain obligations in the Merger Agreement to use reasonable best efforts in connection with the Business Combination, including with respect to satisfying the Nasdaq listing condition. The Nasdaq listing condition in the Merger Agreement may be waived by the parties to the Merger Agreement.

Holders

As of [●], 2024, there were [●] holders of record of TTNP Common Stock.

Dividend Policy

TTNP has not paid any cash dividends on its shares of TTNP Common Stock to date and does not intend to pay cash dividends prior to the completion of the Business Combination. The payment of any cash dividends after consummation of the Business Combination shall be dependent upon the revenue, earnings and financial condition of PubCo from time to time. The payment of any dividends subsequent to the Business Combination shall be within the discretion of the PubCo Board.

ANNUAL MEETING SHAREHOLDER PROPOSALS

If the Business Combination is consummated, you shall be entitled to attend and participate in PubCo’s annual meetings of shareholders. If PubCo holds an annual meeting of shareholders, it shall provide notice of or otherwise publicly disclose the date on which the annual meeting will be held. As a foreign private issuer, PubCo will not be subject to the SEC’s proxy rules.

LEGAL MATTERS

Harney Westwood & Riegels has passed upon the validity of the securities offered by this proxy statement/prospectus with respect to the PubCo Ordinary Shares and matters of Cayman Islands law.

Loeb & Loeb LLP has passed upon the validity of the securities offered by this proxy statement/prospectus with respect to the validity of the PubCo Warrants under New York law.

EXPERTS

The financial statements of Titan Pharmaceuticals, Inc. as of December 31, 2023, and for the year ended December 31, 2022, have been audited by WithumSmith+Brown, PC, an independent registered public accounting firm, as set forth in their report appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The consolidated financial statements of KE Sdn for the years ended July 31, 2023, and 2022, appearing in this proxy statement/prospectus, have been audited by Enrome LLP, an independent registered public accounting firm, as set forth in their report appearing elsewhere herein, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

222

TRANSFER AGENT AND REGISTRAR

The transfer agent for TTNP’s securities is Continental Stock Transfer & Trust Company. The transfer agent for PubCo’s securities will also be Continental Stock Transfer & Trust Company.

SUBMISSION OF STOCKHOLDER PROPOSALS

The TTNP Board is aware of no other matter that may be brought before the Special Meeting. Under the DGCL, only business that is specified in the notice of Special Meeting to stockholders may be transacted at the Special Meeting.

STOCKHOLDER COMMUNICATIONS

TTNP Stockholders and interested parties may communicate with the TTNP Board, any committee chairperson or the non-management directors as a group by writing to the board or committee chairperson in care of Titan Pharmaceuticals, Inc., [●]. Following the Closing, such communications should be sent to c/o [●]. Each communication will be forwarded, depending on the subject matter, to the board of directors, the appropriate committee chairperson or all non-management directors.

WHERE YOU CAN FIND MORE INFORMATION

As a foreign private issuer, after the consummation of the Business Combination, PubCo shall be required to file its annual report on Form 20-F with the SEC no later than four months following its fiscal year end. TTNP files reports, proxy statements and other information with the SEC as required by the Exchange Act. You may access information on TTNP at the SEC web site containing reports, proxy statements and other information at: http://www.sec.gov.

Information and statements contained in this proxy statement/prospectus or any annex to this proxy statement/prospectus are qualified in all respects by reference to the copy of the relevant contract or other annex filed as an exhibit to this proxy statement/prospectus.

All information contained in this document relating to TTNP has been supplied by TTNP, and all such information relating to the Company has been supplied by the Company. Information provided by one entity does not constitute any representation, estimate or projection of the other entity.

The Company does not file any annual, quarterly or current reports, proxy statements or other information with the SEC.

If you would like additional copies of this document or if you have questions about the Business Combination, you should contact:

Titan Pharmaceuticals, Inc.

10 East 53rd St, Suite 3001

New York, NY 100222-5064

You may also obtain these documents by requesting them in writing or by telephone from TTNP’s proxy solicitation agent at the following address, telephone number and email:

PROXY AGENT

[_____________________]

If you are a TTNP Stockholder and would like to request documents, please do so by [•] to receive them before the Special Meeting. If you request any documents from TTNP, TTNP shall mail them to you by first class mail, or another equally prompt means.

None of TTNP, PubCo or the Company has authorized anyone to give any information or make any representation about the Business Combination or their companies that is different from, or in addition to, that which is contained in this proxy statement/prospectus or in any of the materials that have been incorporated in this proxy statement/prospectus. Therefore, if anyone does give you information of this sort, you should not rely on it. If you are in a jurisdiction where offers to exchange or sell, or solicitations of offers to exchange or purchase, the securities offered by this proxy statement/prospectus or the solicitation of proxies is unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this proxy statement/prospectus does not extend to you.

The information contained in this proxy statement/prospectus speaks only as of the date of this proxy statement/prospectus unless the information specifically indicates that another date applies.

223

INDEX OF FINANCIAL STATEMENTS

TITAN PHARMACEUTICALS, INC.

Report of Independent Registered Public Accounting Firm	F-2
Financial Statements:
Balance Sheets as of December 31, 2023 and 2022	F-4
Statements of Operations for the Years Ended December 31, 2023 and 2022	F-5
Statements of Stockholders’ Equity for the Years Ended December 31, 2023 and 2022	F-6
Statements of Cash Flows for the Years Ended December 31, 2023 and 2022	F-7
Notes to Financial Statements	F-8

Condensed Financial Statements:
Condensed Balance Sheets as of June 30, 2024 (unaudited) and December 31, 2023	F-28
Condensed Statements of Operations for the Six Months Ended June 30, 2024 and 2023 (unaudited)	F-29
Condensed Statements of Shareholder’s Equity (Deficit) for the Six Months Ended June 30, 2024 and 2023 (unaudited)	F-30
Condensed Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2023 (unaudited)	F-31
Notes to Condensed Financial Statements (unaudited)	F-32

F-1

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Titan Pharmaceuticals, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Titan Pharmaceuticals, Inc. (the “Company”) as of December 31, 2023 and 2022, and the related statements of operations, stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Restatement of Previously Issued Financial Statements

As discussed in Note 12 to the financial statements, the Company restated its 2023 quarterly information for an error in the accounting for stock issuance costs.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

F-2

Evaluation of Going Concern

Description of Matter

As described further in Note 1 to the financial statements, the Company has suffered recurring losses from operations, has an accumulated deficit, and expects its operating losses to continue for the foreseeable future. Based on management’s assessment, the Company concluded at the date of filing of the financial statements there is sufficient cash to fund operations for the next 12 months without the need to raise additional funds.

Auditing management’s conclusions about whether there are conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the financial statements are issued is subjective and requires especially challenging auditor judgment.

How We Addressed the Matter in Our Audit

We obtained an understanding of controls over the Company’s process for determining their ability to continue as a going concern. We determined the Company’s ability to continue as a going concern is a critical audit matter due to the estimation and uncertainty regarding the Company’s available capital and the risk of bias in management’s judgments and assumptions in their determination. Our audit procedures related to considering whether the results of our audit procedures, when considered in the aggregate, indicate whether there is substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time included the following procedures, among other procedures:

● Evaluated the financial condition of the Company, including liquidity sources as of the date of the auditor’s opinion (the “assessment date”).

● Examined and evaluated underlying evidence with respect to this assessment date evaluation.

● Evaluated conditional and unconditional obligations due or anticipated to become due during the period of 12 months from the date of the filing of these financial statements (the “look forward period”) and examined and evaluated the underlying evidence with respect to this evaluation.

● Evaluated the Company’s assessment of its cash flows during the look forward period and examined and evaluated underlying evidence with respect to this evaluation.

● Inquired of Company management as to whether there are any other adverse conditions or events which could raise substantial doubt regarding the Company’s ability to continue as a going concern and evaluated such events.

● Performed an assessment regarding management’s plans to alleviate substantial doubt regarding the Company’s ability to continue as a going concern and examined and evaluated underlying evidence with respect to this assessment.

● Evaluated the adequacy of the Company’s financial statements disclosures regarding liquidity and going concern to determine such disclosures were in accordance with U.S. generally accepted accounting principles.

/s/ WithumSmith+Brown, PC

We have served as the Company’s auditor since 2004.

East Brunswick, New Jersey

April 1, 2024

PCAOB ID Number 100

F-3

TITAN PHARMACEUTICALS, INC.

BALANCE SHEETS

	December 31,
	2023			2022
	(In thousands, except share and per share data)
Assets
Current assets:
Cash and cash equivalents	$	6,760		$	2,937
Restricted cash		13			196
Receivables		46			36
Notes receivable		1,000			-
Inventories		-			106
Prepaid expenses and other current assets		199			314
Discontinued operations - current assets		-			14
Total current assets		8,018			3,603
Property and equipment, net		5			224
Other assets		-			48
Operating lease right-of-use asset		63			183
Total assets	$	8,086		$	4,058
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	348		$	695
Note payable to related party		500			-
Other accrued liabilities		519			1,488
Operating lease liability, current		65			122
Deferred grant revenue		12			196
Discontinued operations - current liabilities		-			129
Total current liabilities		1,444			2,630
Operating lease liability, non-current		-			65
Total liabilities		1,444			2,695
Commitments and contingencies (Note 5)
Stockholders’ equity:
Preferred stock, at amounts paid-in, $0.001 par value per share; 5,000,000 shares authorized, 950,000 shares issued and outstanding at December 31, 2023 and no shares issued and outstanding at December 31, 2022.		1			-
Common stock, at amounts paid-in, $0.001 par value per share; 225,000,000 shares authorized 781,503 and 750,815 shares issued and outstanding at December 31, 2023 and 2022, respectively.		1			1
Additional paid-in capital		398,470			387,623
Accumulated deficit		(391,830	)		(386,261	)
Total stockholders’ equity		6,642			1,363
Total liabilities and stockholders’ equity	$	8,086		$	4,058

See accompanying notes to financial statements.

F-4

TITAN PHARMACEUTICALS, INC.

STATEMENTS OF OPERATIONS

	For the Years ended December 31,
	2023			2022
	(In thousands, except per share data)
Revenue:
License revenue	$	1		$	60
Grant revenue		183			497
Total revenues		184			557
Operating expenses:
Research and development		1,913			4,758
General and administrative		5,548			6,034
Total operating expenses		7,461			10,792
Loss from operations		(7,277	)		(10,235	)
Other income (expense):
Interest income, net		5			53
Other expense, net		(52	)		(24	)
Gain on asset sale		1,755			-
Other income, net		1,708			29
Net loss	$	(5,569	)	$	(10,206	)
Basic and diluted net loss per common share	$	(7.41	)	$	(15.19	)
Weighted average shares used in computing basic and diluted net loss per common share		752			672

See accompanying notes to financial statements.

F-5

TITAN PHARMACEUTICALS, INC.

STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

	Preferred Stock				Common Stock				Additional Paid-In		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balances at December 31, 2021		-	$	-		496	$	1	$	381,192	$	(376,055	)	$	5,138
Net loss		-		-		-		-		-		(10,206	)		(10,206	)
Issuance of common stock, net		-		-		58		-		5,030		-			5,030
Issuance of common stock upon exercise of warrants		-		-		178		-		4		-			4
Amortization of restricted stock		-		-		19		-		450		-			450
Stock-based compensation		-		-		-		-		947		-			947
Balances at December 31, 2022		-	$	-		751	$	1	$	387,623	$	(386,261	)	$	1,363
Net loss		-		-		-		-		-		(5,569	)		(5,569	)
Issuance of preferred stock, net		950		1		-		-		9,499		-			9,500
Release of unrestricted stock		-		-		28		-		-		-			-
Amortization of restricted stock		-		-		3		-		25		-			25
Stock-based compensation		-		-		-		-		1,323		-			1,323
Balances at December 31, 2023		950	$	1		782	$	1	$	398,470	$	(391,830	)	$	6,642

See accompanying notes to financial statements.

F-6

TITAN PHARMACEUTICALS, INC.

STATEMENTS OF CASH FLOWS

	For the Years Ended December 31,
	2023			2022
	(In thousands)
Cash flows from operating activities:
Net loss	$	(5,569	)	$	(10,206	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		112			196
Gain on sale of assets		(1,755	)		-
Stock-based milestone payment		-			50
Stock-based compensation		1,013			947
Amortization of restricted stock		25			450
Other		(2	)		2
Changes in operating assets and liabilities:
Receivables		(10	)		76
Inventory		-			187
Prepaid expenses and other assets		177			164
Accounts payable		(476	)		(751	)
Other accrued liabilities		(423	)		801
Deferred revenue		(184	)		(99	)
Net cash used in operating activities		(7,092	)		(8,183	)
Cash flows from investing activities:
Cash proceeds from sale of assets		734			-
Purchases of furniture and equipment		(2	)		-
Net cash provided by investing activities		732			-
Cash flows from financing activities:
Proceeds from equity offerings		-			4,980
Proceeds from issuance of preferred stock		9,500			-
Proceeds from short-term loans		750			-
Payments on short-term loans		(250	)		-
Proceeds from the exercise of warrants		-			4
Net cash provided by financing activities		10,000			4,984
Net change in cash, cash equivalents and restricted cash		3,640			(3,199	)
Cash, cash equivalents and restricted cash at beginning of year		3,133			6,332
Cash, cash equivalents and restricted cash at end of year	$	6,773		$	3,133
Supplemental disclosure of cash flow information:
Interest paid	$	21		$	-
Inventory transferred with sale of assets	$	106		$	-
Property and equipment, net, transferred with sale of assets	$	109		$	-
Notes receivable received in connection with sale of assets	$	1,000		$	-
Other accrued liabilities transferred with sale of assets	$	236		$	-
Other accrued liabilities related to stock-based compensation	$	310		$	-

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the balance sheets that sum to the total of the same such amounts shown in the statements of cash flows (in thousands):

	2023		2022
Cash and cash equivalents	$	6,760	$	2,937
Restricted cash	$	13	$	196
Cash, cash equivalents and restricted cash as shown in the statements of cash flows	$	6,773	$	3,133

See accompanying notes to financial statements.

F-7

TITAN PHARMACEUTICALS, INC.

NOTES TO FINANCIAL STATEMENTS

1. Organization and Summary of Significant Accounting Policies

The Company

We are a pharmaceutical company developing therapeutics utilizing the proprietary long-term drug delivery platform, ProNeura^®, for the treatment of select chronic diseases for which steady state delivery of a drug has the potential to provide an efficacy and/or safety benefit. ProNeura consists of a small, solid implant made from a mixture of ethylene-vinyl acetate (“EVA”) and a drug substance. The resulting product is a solid matrix that is designed to be administered subdermally in a brief, outpatient procedure and is removed in a similar manner at the end of the treatment period.

Our first product based on the ProNeura technology was Probuphine^® (buprenorphine implant), which is approved in the United States, Canada and the European Union (“EU”) for the maintenance treatment of opioid use disorder in clinically stable patients taking 8 mg or less a day of oral buprenorphine. While Probuphine continues to be commercialized in the EU (as Sixmo™) by another company that had acquired the rights from Titan, we discontinued commercialization of the product in the United States during the fourth quarter of 2020 and subsequently sold the product in September 2023. Discontinuation of our commercial operations has allowed us to focus our limited resources on important product development programs and transition back to a product development company.

In December 2021, we announced our intention to work with our financial advisor to explore strategic alternatives to enhance stockholder value, potentially including an acquisition, merger, reverse merger, other business combination, sales of assets, licensing or other transaction. In June 2022, we implemented a plan to reduce expenses and conserve capital that included a company-wide reduction in salaries and a scale back of certain operating expenses to enable us to maintain sufficient resources as we pursued potential strategic alternatives. In July 2022, David Lazar and Activist Investing LLC (collectively, “Activist”) acquired an approximately 25% ownership interest in Titan, filed a proxy statement and nominated six additional directors, each of whom was elected to our board of directors (the “Board”) at a special meeting of stockholders held on August 15, 2022 (the “Special Meeting”). The exploration and evaluation of possible strategic alternatives by the Board has continued following the Special Meeting. Following the election of the new directors at the Special Meeting, Dr. Marc Rubin was replaced as our Executive Chairman, and David Lazar assumed the role of Chief Executive Officer. In connection with the termination of his employment as Executive Chairman, Dr. Rubin received aggregate severance payments of approximately $0.4 million. In December 2022, we implemented additional cost reduction measures including a reduction in our workforce. In June 2023, David Lazar sold his approximately 25% ownership interest in Titan to Choong Choon Hau. Mr. Lazar remains the Company’s Chief Executive Officer.

On September 1, 2023, (the “Closing Date”), we closed on the sale of certain ProNeura assets, including our portfolio of drug addiction products, in addition to other early development programs based on the ProNeura drug delivery technology (the “ProNeura Assets”). In July 2023, we entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Fedson, Inc., a Delaware corporation (“Fedson”) for the sale of the ProNeura Assets. Our addiction portfolio consisted of the Probuphine and Nalmefene implant programs. The ProNeura Assets constituted only a portion of our assets. In August 2023, we entered into an Amendment and Extension Agreement (the “Amendment”) to the Asset Purchase Agreement, pursuant to which Fedson agreed to purchase our ProNeura Assets for a purchase price of $2.0 million, consisting of (i) $500,000 in readily available funds, paid in full on the Closing Date, (ii) $500,000 in the form of a promissory note due and payable on October 1, 2023 (the “Cash Note”) and (iii) $1,000,000 in the form of a promissory note due and payable on January 1, 2024 (the “Escrow Note”). We will also be eligible to receive potential milestone payments of up to $50 million on future net sales of the products and certain royalties on future net sales of the products. As further consideration, Fedson assumed all liabilities related to a pending employment claim against us. On the Closing Date, Fedson delivered a written guaranty by a principal of Fedson of all of Fedson’s obligations under both the Cash Note and Escrow Note. The Cash Note included provisions, which Fedson has exercised, allowing Fedson to extend the payment of the Cash Note to November 1, 2023 and again to December 1, 2023 upon payment of $5,000 for each extension. The Cash Note and Escrow Note were paid in December 2023 and January 2024, respectively. We received the funds from the escrow account in February 2024.

F-8

All share and per share amounts give retroactive effect to a 1-for-20 reverse stock split effected on January 9, 2024. See Note 13. Subsequent Events.

The accompanying financial statements have been prepared assuming we will continue as a going concern.

At December 31, 2023, we had cash and cash equivalents of approximately $6.8 million, which we believe is sufficient to fund our planned operations into the second quarter of 2025. We will require additional funds to finance our operations. We are exploring several financing and strategic alternatives; however, there can be no assurance that our efforts will be successful.

Discontinued Operations

In October 2020, we announced our decision to discontinue selling Probuphine in the United States and wind down our commercialization activities, and to pursue a plan that will enable us to focus on our current, early-stage ProNeura-based product development programs.

The accompanying financial statements have been recast for all periods presented to reflect the assets, liabilities, revenue and expenses related to our U.S. commercialization activities as discontinued operations (see Note 10. Discontinued Operations). The accompanying financial statements are generally presented in conformity with our historical format. We believe this format provides comparability with the previously filed financial statements.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Going concern assessment

We assess going concern uncertainty in our financial statements to determine if we have sufficient cash on hand and working capital, including available borrowings on loans, to operate for a period of at least one year from the date the financial statements are issued or available to be issued, which is referred to as the look-forward period as defined by Accounting Standard Update No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU No. 2014-15”). As part of this assessment, based on conditions that are known and reasonably knowable to us, we will consider various scenarios, forecasts, projections, estimates and will make certain key assumptions, including the timing and nature of projected cash expenditures or programs, and its ability to delay or curtail expenditures or programs, if necessary, among other factors. Based on this assessment, as necessary or applicable, we make certain assumptions around implementing curtailments or delays in the nature and timing of programs and expenditures to the extent we deem probable those implementations can be achieved and we have the proper authority to execute them within the look-forward period in accordance with ASU No. 2014-15.

Based upon the above assessment, we concluded that, at the date of filing the financial statements in this Annual Report on Form 10-K for the year ended December 31, 2023, we had sufficient cash to fund our operations for the next 12 months without additional funds.

Inventories

Inventories are recorded at the lower of cost or net realizable value. Cost is based on the first in, first out method. We regularly review inventory quantities on hand and write down to its net realizable value any inventory that we believe to be impaired. The determination of net realizable value requires judgment, including consideration of many factors, such as estimates of future product demand, product net selling prices, current and future market conditions and potential product obsolescence, among others. The components of inventories are as follows:

	December 31,
	2022
Raw materials and supplies	$	60
Finished goods		46
Total inventories	$	106

F-9

Approximately $106,000 of raw materials and supplies and finished goods inventory at December 31, 2022 were sold to Fedson under the Asset Purchase Agreement in September 2023. We had no inventory at December 31, 2023.

Stock-Based Compensation

We recognize compensation expense using a fair-value based method, for all stock-based payments including stock options and restricted stock awards and stock issued under an employee stock purchase plan. These standards require companies to estimate the fair value of stock-based payment awards on the date of grant using an option pricing model. See Note 8. Stock Plans for a discussion of our stock-based compensation plans.

Warrants Issued in Connection with Equity Financing

We generally account for warrants issued in connection with equity financings as a component of equity, unless there is a deemed possibility that we may have to settle the warrants in cash. For warrants issued with deemed possibility of cash settlement, we record the fair value of the issued warrants as a liability at each reporting period and record changes in the estimated fair value as a non-cash gain or loss in the Statements of Operations.

Cash and Cash Equivalents

Our investment policy emphasizes liquidity and preservation of principal over other portfolio considerations. We select investments that maximize interest income to the extent possible given these two constraints. We satisfy liquidity requirements by investing excess cash in securities with different maturities to match projected cash needs and limit concentration of credit risk by diversifying our investments among a variety of high credit-quality issuers and limit the amount of credit exposure to any one issuer. The estimated fair values have been determined using available market information. We do not use derivative financial instruments in our investment portfolio.

All investments with original maturities of three months or less are considered to be cash equivalents. We had money market funds of approximately $2.6 million as of December 31, 2022, included in our cash and cash equivalents. We had no money market funds included in our cash and cash equivalents as of December 31, 2023.

We maintain significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on our financial condition, results of operations, and cash flows.

On March 10, 2023, the Federal Deposit Insurance Corporation (“FDIC”) announced that it had closed and taken control of Silicon Valley Bank. On March 13, 2023, pursuant to a joint statement released by the U.S. Department of the Treasury and the FDIC, the U.S. government reassured that all depositors were fully protected. We held deposits with this bank. As a result of the above actions, our insured and uninsured deposits were restored.

Restricted Cash

In accordance with ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, we explain the change during the period in the total of cash, cash equivalents and restricted cash, and include restricted cash with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statements of cash flows.

F-10

Property and Equipment

Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets ranging from three to five years. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the assets.

Revenue Recognition

We generate revenue principally from collaborative research and development arrangements, sales or licenses of technology, government grants, sales of Probuphine materials to Molteni and Knight, and prior to the discontinued operations, the sale of Probuphine in the United States. Consideration received for revenue arrangements with multiple components is allocated among the separate performance obligations based upon their relative estimated standalone selling price.

In determining the appropriate amount of revenue to be recognized as we fulfill our obligations under our agreements, we perform the following steps for our revenue recognition: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations based on estimated selling prices; and (v) recognition of revenue when (or as) we satisfy each performance obligation.

Grant Revenue

We have contracts with National Institute on Drug Abuse or NIDA, within the U.S. Department of Health and Human Services (“HHS”), the Bill & Melinda Gates Foundation, and other government-sponsored organizations for research and development related activities that provide for payments for reimbursed costs, which may include overhead and general and administrative costs. We recognize revenue from these contracts as we perform services under these arrangements when the funding is committed. Associated expenses are recognized when incurred as research and development expense. Revenues and related expenses are presented gross in the statements of operations.

Performance Obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. Our performance obligations include commercialization license rights, development services and services associated with the regulatory approval process.

We have optional additional items in contracts, which are accounted for as separate contracts when the customer elects such options. Arrangements that include a promise for future commercial product supply and optional research and development services at the customer’s discretion are generally considered as options. We assess if these options provide a material right to the customer and, if so, such material rights are accounted for as separate performance obligations. If we are entitled to additional payments when the customer exercises these options, any additional payments are recorded in revenue when the customer obtains control of the goods or services.

Transaction Price

We have both fixed and variable consideration. Non-refundable upfront payments are considered fixed, while milestone payments are identified as variable consideration when determining the transaction price. Funding of research and development activities is considered variable until such costs are reimbursed at which point, they are considered fixed. We allocate the total transaction price to each performance obligation based on the relative estimated standalone selling prices of the promised goods or services for each performance obligation.

At the inception of each arrangement that includes milestone payments, we evaluate whether the milestones are considered probable of being achieved and estimate the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the value of the associated milestone is included in the transaction price. Milestone payments that are not within our control, such as approvals from regulators, are not considered probable of being achieved until those approvals are received.

F-11

For arrangements that include sales-based royalties or earn-out payments, including milestone payments based on the level of sales, and the license or purchase agreement is deemed to be the predominant item to which the royalties or earn-out payments relate, we recognize revenue at the later of (a) when the related sales occur, or (b) when the performance obligation to which some or all of the royalty or earn-out payment has been allocated has been satisfied (or partially satisfied).

Allocation of Consideration

As part of the accounting for these arrangements, we must develop assumptions that require judgment to determine the stand-alone selling price of each performance obligation identified in the contract. Estimated selling prices for license rights are calculated using the residual approach. For all other performance obligations, we use a cost-plus margin approach.

Timing of Recognition

Significant management judgment is required to determine the level of effort required under an arrangement and the period over which we expect to complete our performance obligations under an arrangement. We estimate the performance period or measure of progress at the inception of the arrangement and re-evaluate it each reporting period. This re-evaluation may shorten or lengthen the period over which revenue is recognized. Changes to these estimates are recorded on a cumulative catch-up basis. If we cannot reasonably estimate when our performance obligations either are completed or become inconsequential, then revenue recognition is deferred until we can reasonably make such estimates. Revenue is then recognized over the remaining estimated period of performance using the cumulative catch-up method. Revenue is recognized for licenses or sales of functional intellectual property at the point in time the customer can use and benefit from the license. For performance obligations that are services, revenue is recognized over time proportionate to the costs that we have incurred to perform the services using the cost-to-cost input method.

Contract Assets and Liabilities

The following table presents the activity related to our accounts receivable for the years ended December 31, 2023 and 2022.

(In thousands)
Balance at January 1, 2022	$	112
Additions		557
Deductions		(633	)
Balance at December 31, 2022	$	36
Additions		184
Deductions		(174	)
Balance at December 31, 2023	$	46

Research and Development Costs and Related Accrual

Research and development expenses include internal and external costs. Internal costs include salaries and employment related expenses, facility costs, administrative expenses and allocations of corporate costs. External expenses consist of costs associated with outsourced contract research organization (“CRO”) activities, sponsored research studies, product registration, and investigator sponsored trials. We also record accruals for estimated ongoing clinical trial costs. Clinical trial costs represent costs incurred by CROs and clinical sites. These costs are recorded as a component of research and development expenses. Under our agreements, progress payments are typically made to investigators, clinical sites and CROs. We analyze the progress of the clinical trials, including levels of patient enrollment, invoices received and contracted costs when evaluating the adequacy of accrued liabilities. Significant judgments and estimates must be made and used in determining the accrued balance in any accounting period. Actual results could differ from those estimates under different assumptions. Revisions are charged to expense in the period in which the facts that give rise to the revision become known.

F-12

Net Loss Per Share

Basic net loss per share excludes the effect of dilution and is computed by dividing net loss by the weighted-average number of shares outstanding for the period. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue shares were exercised into shares. In calculating diluted net loss per share, the denominator is increased to include the number of potentially dilutive common shares assumed to be outstanding during the period using the treasury stock method. Basic and diluted net loss per share was the same for each of the periods presented.

The table below presents common shares underlying stock options and warrants that are excluded from the calculation of the weighted average number of shares of common stock outstanding used for the calculation of diluted net loss per common share. These are excluded from the calculation due to their anti-dilutive effect for the years ended (in thousands):

	December 31,
	2023		2022
Weighted-average anti-dilutive common shares resulting from stock options and awards		70		48
Weighted-average anti-dilutive common shares resulting from warrants		427		283
		497		331

Leases

We determine whether the arrangement is or contains a lease at inception. Operating lease right-of-use assets and lease liabilities are recognized at the present value of the future lease payments at commencement date. The interest rate implicit in lease contracts is typically not readily determinable, and therefore, we utilize our incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Certain adjustments to the right-of-use asset may be required for items such as initial direct costs paid or incentives received.

Lease expense is recognized over the expected term on a straight-line basis. Operating leases are recognized on our balance sheet as right-of-use assets, operating lease liabilities current and operating lease liabilities non-current.

The following table presents the minimum lease payments of our operating lease as of December 31, 2023 (in thousands):

Year ending December 31, 2024	$	66
Total minimum lease payments (base rent)		66
Less: imputed interest		(1	)
Total operating lease liabilities	$	65

Subsequent Events

We have evaluated events that have occurred subsequent to December 31, 2023 and through the date that the financial statements are issued. See Note 13. Subsequent Events.

F-13

Fair Value Measurements

We measure the fair value of financial assets and liabilities based on authoritative guidance which defines fair value, establishes a framework consisting of three levels for measuring fair value, and requires disclosures about fair value measurements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair value:

Level 1 – quoted prices in active markets for identical assets or liabilities;

Level 2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable;

Level 3 – inputs that are unobservable (for example cash flow modelling inputs based on assumptions).

Financial instruments, including receivables, accounts payable and accrued liabilities are carried at cost, which we believe approximates fair value due to the short-term nature of these instruments. The approximately $2.6 million fair value of money market funds as of December 31, 2022, included in our cash and cash equivalents are classified as Level 1 and were derived from quoted market prices as active markets for these instruments exist. We had no money market funds included in our cash and cash equivalents as of December 31, 2023.

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses, which requires an organization to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. The amendments in this ASU are effective beginning on January 1, 2023. The adoption of Topic 326 did not have a material impact on our condensed financial statements and disclosures.

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform, which provides companies with optional guidance, including expedients and exceptions for applying GAAP to contracts and other transactions affected by reference rate reform, such as the London Interbank Offered Rate (“LIBOR”). This new standard was effective upon issuance and generally can be applied to applicable contract modifications through December 31, 2023. The adoption of ASU No. 2020-04 did not have a material impact on our condensed financial statements and disclosures.

In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for convertible instruments. ASU 2020-06 eliminates certain models that require separate accounting for embedded conversion features, in certain cases. Additionally, among other changes, the guidance eliminates certain of the conditions for equity classification for contracts in an entity’s own equity. The guidance also requires entities to use the if converted method for all convertible instruments in the diluted earnings per share calculation and include the effect of share settlement for instruments that may be settled in cash or shares, except for certain liability-classified share-based payment awards. This guidance is effective beginning after December 15, 2023 and must be applied using either a modified or full retrospective approach. Early adoption is permitted. The adoption of ASU No. 2020-06 did not have a material impact on our condensed financial statements and disclosures.

2. Property and Equipment

Property and equipment consisted of the following (in thousands):

	As of December 31,
	2023			2022
Furniture and office equipment	$	132		$	132
Laboratory equipment		-			1,108
Computer equipment		579			577
		711			1,817
Less accumulated depreciation and amortization		(706	)		(1,593	)
Property and equipment, net	$	5		$	224

F-14

3. JT Pharmaceuticals Asset Purchase Agreement

In October 2020, we entered into an asset purchase agreement with JT Pharmaceuticals, Inc. (“JT Pharma”) (the “JT Agreement”) to acquire JT Pharma’s kappa opioid agonist peptide, TP-2021 (formerly JT-09) for use in combination with our ProNeura long-term, continuous drug delivery technology, for the treatment of chronic pruritus and other medical conditions. Under the terms of the JT Agreement, JT Pharma received a $15,000 closing payment and is entitled to receive future milestone payments, payable in cash or in stock, based on the achievement of certain developmental and regulatory milestones, and single-digit percentage earn-out payments on net sales of the product if successfully developed and approved for commercialization. In January 2022, we entered into an agreement with JT Pharma to clarify certain provisions of the JT Agreement pursuant to which we agreed that the proof-of-concept milestone provided for in the JT Agreement was achieved and made a payment of $100,000 and issued 2,552 shares of our common stock to JT Pharma. The related expense is included in research and development expenses in our statements of operations.

4. Ocular Therapeutix License Agreement

In December 2022, we entered into a license agreement with Ocular Therapeutix, Inc.(“Ocular”) (the “Ocular Agreement”) to license the exclusive rights to certain patent applications for ophthalmic uses in both humans and nonhuman animals in the United States (the “Licensed Patents”). The grant of the Ocular license by us to Ocular is for an exclusive (even as to us), perpetual, fully paid-up license to use the Licensed Patents. The license comes with the right to sublicense. The Ocular paid us a one-time fee of $50,000. Ocular shall make additional payments upon the achievement of certain milestone events as set forth in the License Agreement. The Ocular Agreement was included in the ProNeura Assets sold to Fedson.

5. Commitments and Contingencies

Lease Commitments

We lease our office facility under an operating lease that expires in June 2024. Rent expense associated with this lease was approximately $0.1 million for each of the years ended December 31, 2023 and 2022.

Guarantees and Indemnifications

As permitted under Delaware law and in accordance with our Bylaws, we indemnify our officers and directors for certain events or occurrences while the officer or director is or was serving at our request in such capacity. The term of the indemnification period is for the officer’s or director’s lifetime. The maximum amount of potential future indemnification is unlimited; however, we have a director and officer insurance policy that limits our exposure and may enable us to recover a portion of any future amounts paid. We believe the fair value of these indemnification agreements is minimal. Accordingly, we have not recorded any liabilities for these agreements as of December 31, 2023 or 2022.

In the normal course of business, we have commitments to make certain milestone payments to various clinical research organizations in connection with our clinical trial activities. Payments are contingent upon the achievement of specific milestones or events as defined in the agreements, and we have made appropriate accruals in our financial statements for those milestones that were achieved as of December 31, 2023. We also provide indemnifications of varying scope to our CROs and investigators against claims made by third parties arising from the use of our products and processes in clinical trials. Historically, costs related to these indemnification provisions were immaterial. We also maintain various liability insurance policies that limit our exposure. We are unable to estimate the maximum potential impact of these indemnification provisions on our future results of operations.

F-15

Legal Proceedings

In the normal course of business, we have been and will likely continue to be subject to other litigation or administrative proceedings incidental to our business, such as claims related to compliance with regulatory standards. customer disputes, employment practices, wage and hour disputes, product liability, professional liability, malpractice liability, commercial disputes, licensure restrictions or denials, and warranty or patent infringement. Responding to litigation or administrative proceedings, regardless of whether they have merit, can be expensive and disruptive to normal business operations. We are not able to predict the timing or outcome of these matters and currently do not expect that the resolution of these matters will have a material adverse effect on our financial position or results of operations.

In 2020, a legal proceeding was initiated against us by a former employee alleging wrongful termination, retaliation, infliction of emotional distress, negligent supervision, hiring and retention and slander. An independent investigation into this individual’s allegations of whistleblower retaliation, while still an employee, was conducted utilizing an outside investigator and concluded that such allegations were not substantiated. In September 2023, Fedson, as consideration for the Asset Purchase Agreement, agreed to assume all liabilities related to this pending employment claim (See Note 6. Asset Sale).

6. Asset Sale

In July 2023, we entered into the Asset Purchase Agreement with Fedson for the sale of the ProNeura Assets, with closing occurring on September 1, 2023. The ProNeura Assets constituted only a portion of our assets. In August 2023, we entered into an Amendment to the Asset Purchase Agreement, pursuant to which Fedson agreed to purchase our ProNeura Assets for a purchase price of $2.0 million, consisting of (i) $500,000 in readily available funds, paid in full on the Closing Date, (ii) $500,000 in the form of the Cash Note and (iii) $1,000,000 in the form of the Escrow Note. We will also be eligible to receive potential milestone payments of up to $50 million on future net sales of the products and certain royalties on future net sales of the products. As further consideration, Fedson assumed all liabilities related to a pending employment claim against us. On the Closing Date, Fedson delivered a written guaranty by a principal of Fedson of all of Fedson’s obligations under both the Cash Note and Escrow Note. The Cash Note included provisions, which Fedson has exercised, allowing Fedson to extend the maturity date of the Cash Note to November 1, 2023 and again to December 1, 2023 upon payment of $5,000 for each extension. The Cash Note and Escrow Note were paid in December 2023 and January 2024, respectively. We received the funds from the escrow account in February 2024.

7. Stockholders’ Equity

Common Stock

Our common stock outstanding as of December 31, 2023 and December 31, 2022 was 781,503 shares and 750,815 shares, respectively.

Annual Meeting of Stockholders

In June 2023, our stockholders approved an amendment to the 2015 Omnibus Equity Incentive Plan (the “2015 Plan”) to increase the number of authorized shares to 125,000 shares.

September 2023 Preferred Stock

In September 2023, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with The Sire Group Ltd. (“Sire Group” or the “Investor”), pursuant to which we agreed to issue 950,000 shares of our Series AA Convertible Preferred Stock, par value $0.001 per share (the “Series AA Preferred Stock”) to the Investor at a price of $10.00 per share, for an aggregate purchase price of $9.5 million. The purchase price consisted of (i) $5.0 million in cash at closing and (ii) $4.5 million in the form of a promissory note from Sire Group which was paid off in September 2023.

F-16

Each share of Series AA Preferred Stock will be convertible, at the holder’s option at any time, into shares of our common stock at a conversion rate equal to the quotient of (i) the stated value of such share divided by (ii) the initial conversion price of $9.32, subject to specified adjustments as set forth in the Certificate of Designations, Preferences and Rights of Series AA Convertible Preferred Stock (the “Certificate of Designations”). The Series AA Preferred Stock contains limitations that prevent the Investor from acquiring the lower of either (i) the maximum percentage of common stock permissible under the rules and regulations of The Nasdaq Stock Market (“Nasdaq”) without first obtaining shareholder approval or (ii) 19.99% of our outstanding common stock.

The holder of the Series AA Preferred Stock is entitled to receive dividends on shares of the Series AA Preferred Stock equal (on an as-if-converted-to-common-stock basis) to and in the same form as dividends actually paid on shares of the common stock. No other dividends will be paid on shares of the Series AA Preferred Stock. Any shares of Series AA Preferred Stock may, at the option of the holder, be converted at any time into that number of shares of common stock at the conversion price set forth above. Without approval of holders of a majority of the outstanding Series AA Preferred Stock, we may not (a) alter or adversely change the powers, preferences or rights given to the Series AA Preferred Stock, (b) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of the Series AA Preferred Stock, (c) increase the number of authorized shares of the Series AA Preferred Stock, (d) enter into or consummate any Fundamental Transaction (as defined in the Certificate of Designations), or (e) enter into any agreement with respect to any of the foregoing. In the event of any liquidation, dissolution or winding up, the holder of the Series AA Preferred Stock will be entitled to receive out of the assets, whether capital or surplus, the same amount that a holder of common stock would receive if the Series AA Preferred Stock were fully converted to common stock, which amounts shall be paid pari passu with all holders of common stock.

Amendment to Bylaws

In July 2022, the Board amended our Bylaws to effect certain enhancements to the ability of stockholders to call for a special meeting of stockholders and make changes to the composition of the Board. This included (i) reducing the holdings required for stockholders to call a special meeting of stockholders from a majority to twenty-five percent (25%); (ii) enabling increases in the size of the Board to be effectuated by stockholders or directors at any annual or special meeting or by stockholder action by written consent in lieu of a meeting; (iii) provide that Board vacancies and newly created directorships resulting from action taken by the stockholders at a meeting or by written consent in lieu thereof shall be filled initially by the stockholders.

Activist Investing, LLC

In July 2022, we received a letter from Activist requesting that our Board call the Special Meeting in accordance with Article II, Section 5 of our Bylaws, as amended.in order for stockholders to consider and vote upon the following two proposals:

● An increase in the size of the Board by six (6) members from five (5) members to eleven (11) members in total; and

● The election of Activist’s six nominees to serve as directors to fill the vacancies left by the foregoing increase.

In accordance with Activist’s request, the Board set the record date for the Special Meeting as July 22, 2022, and the Special Meeting was held on August 15, 2022, resulting in the approval of the increase in the size of the Board and the election of the six nominees.

February 2022 Offerings

In February 2022, we completed a registered direct offering with an accredited investor pursuant to which we issued an aggregate of 55,000 shares of our common stock and 113,712 pre-funded warrants to purchase shares of our common stock, with an exercise price of $0.02 per share. In a concurrent private placement, we sold unregistered pre-funded warrants to purchase an aggregate of 64,490 shares of common stock with an exercise price of $0.02 per share and issued unregistered five year and six month warrants to purchase an aggregate of 233,202 shares of common stock with an exercise price of $22.80. The unregistered warrants were registered in April 2022. The warrants were classified as equity. The net cash proceeds from these offerings were approximately $5.0 million after deduction of underwriting fees and other offering expenses.

F-17

Warrant Exercises

In March 2022, we received approximately $1,000 from the exercise of 48,712 pre-funded warrants issued in the February 2022 registered direct offering.

In April 2022, we received approximately $1,300 from the exercise of 65,000 pre-funded warrants issued in the February 2022 registered direct offering.

In May 2022, we received approximately $1,290 from the exercise of 64,490 pre-funded warrants issued in the February 2022 private placement.

JT Pharma Milestone

In January 2022, we entered into an agreement with JT Pharma to clarify certain provisions of the JT Agreement pursuant to which we agreed that the proof-of-concept milestone provided for in the JT Agreement was achieved and made a payment of $100,000 and issued 2,552 shares of our common stock to JT Pharma.

Restricted Shares

In October 2023, we agreed to issue 2,500 restricted shares of our common stock pursuant to a settlement agreement with MDM Worldwide Solutions, Inc. The shares vested immediately. We recorded related expenses of approximately $25,000 during the year ended December 31, 2023

In November 2022, we agreed to issue 16,854 shares of our common stock to Maxim Group, LLC in connection with the entry into an amendment to our existing advisory agreement. The shares vested immediately. We recorded related expenses of approximately $0.3 million during the year ended December 31, 2022.

In August 2022, we agreed to issue 2,500 shares of our common stock pursuant to an advisory services agreement with MDM Worldwide Solutions, Inc. The shares vested immediately. We recorded related expenses of approximately $79,000 during the year ended December 31, 2022.

The following table summarizes restricted stock activity:

	December 31,
	2023
Outstanding at December 31, 2022		-
Issued		2,500
Forfeited or expired		-
Released		(2,500	)
Outstanding at December 31, 2023		-

As of December 31, 2023, the following warrants to purchase shares of our common stock were outstanding (in thousands, except per share price):

Date Issued	Expiration Date	Exercise Price		Outstanding
07/27/2017	07/27/2024	$	900.00		1
08/09/2019	02/09/2025	$	642.00		5
10/18/2019	10/18/2024	$	9.30		12
01/09/2020	07/09/2025	$	150.00		15
10/30/2020	12/01/2025	$	60.00		82
01/20/2021	07/26/2026	$	71.00		136
02/04/2022	08/04/2027	$	22.80		233
					484

F-18

Shares Reserved for Future Issuance

As of December 31, 2023, shares of common stock reserved by us for future issuance consisted of the following (in thousands):

Stock options outstanding	93
Shares issuable upon the exercise of warrants	484
	577

8. Stock Plans

In August 2015, our stockholders approved the 2015 Plan. The 2015 Plan, as subsequently amended, authorizes a total of 125,000 shares of our common stock for issuance to employees, directors, officers, consultants and advisors. As of December 31, 2023, options to purchase 3,750 shares of our common stock were available for grant and 93,059 shares of our common stock were outstanding under the 2015 Plan.

In February 2014, our Board adopted the 2014 Incentive Plan (the “2014 Plan”), pursuant to which 30 shares of our common stock are currently authorized for issuance to employees, directors, officers, consultants and advisors. The 2014 Plan was terminated upon the approval of the 2015 Plan. As of December 31, 2023, options to purchase 30 shares of our common stock were outstanding under the 2014 Plan.

The following table summarizes option activity for the year ended December 31, 2023:

	Shares (in thousands)			Weighted Average Exercise Price per Share		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value (in thousands)
Outstanding at January 1, 2023		46		$	164.95		8.34	$	-
Granted		79			17.23				283
Released		(28	)		-				-
Cancelled/expired		(4	)		479.56				-
Outstanding at December 31, 2023		93		$	73.46		8.35	$	-
Exercisable at December 31, 2023		93		$	73.46		8.35	$	-

We use the Black-Scholes-Merton option-pricing model with the following assumptions to estimate the stock-based compensation expense:

	For the Years Ended December 31,
	2023			2022
Weighted-average risk-free interest rate		4.1	%		1.9	%
Expected dividend payments		-			-
Expected holding period (years)(1)		5.28			5.26
Weighted-average volatility factor(2)		1.10			1.16
Estimated forfeiture rates for options granted(3)		7	%		6	%

(1)	Expected holding period is based on historical experience of similar awards, giving consideration to the contractual terms of the stock-based awards, vesting schedules and the expectations of future employee behavior.
(2)	Weighted average volatility is based on the historical volatility of our common stock.
(3)	Estimated forfeiture rates are based on historical data.

F-19

Based upon the above methodology, the weighted-average fair value of options and awards granted during the years ended December 31, 2023 and 2022 was $17.66 and $19.00, respectively.

The following table summarizes the stock-based compensation expense (in thousands):

	For the Years Ended December 31,
	2023		2022
Research and development	$	112	$	553
General and administrative		901		394
Total stock-based compensation expenses	$	1,013	$	947

As of December 31, 2023, there was no unrecognized compensation expense related to non-vested stock options subject to shareholder approval.

On August 2, 2022, our Board of Directors (the “Board”), modified the outstanding options to purchase common stock under our 2015 Plan, to allow for the acceleration of vesting of all unvested 2015 Plan options in the event of a change in control through the election of a majority of new members to our Board.

On August 15, 2022, the Special Meeting was held at the request of Activist, to increase the size of our Board from five members to eleven members and elect Activist’s slate of six nominees to serve as directors in addition to the existing five Board members. As a result of the change of control, all unvested options granted under the 2015 Plan prior to August 15, 2022, immediately became vested. We recognized approximately $0.5 million of stock-based compensation related to the acceleration of vesting.

During August and September 2022, our Board granted 6,250 options to purchase common stock at $30.40 per share and 45,000 options to purchase common stock at $26.20 per share which are subject to shareholder approval of an amendment to increase the number of shares reserved for issuance under our 2015 Plan. The options vest monthly over a 12-month period from the grant dates. The shares underlying these options were approved by our stockholders on June 29, 2023 and have been included in the table above as of December 31, 2023.

In July 2023, our Board granted, pursuant to our 2015 Plan, an aggregate of 22,500 shares of fully vested unrestricted common stock to seven members of the Board of Directors and one member of the management team. As a result, we recognized non-cash stock compensation of approximately $235,000.

In September 2023, our Board granted, pursuant to our 2015 Plan an aggregate of 5,691 shares of fully vested unrestricted common stock to six members of the Board of Directors and one member of the management team. The Board conditioned the grant on the filing of a Form S-8 registration statement to register the common shares authorized for issuance under the 2015 Plan, which occurred on October 25, 2023. As a result, we recognized non-cash stock compensation of approximately $48,000.

F-20

9. Income Taxes

As of December 31, 2023, we had federal net operating loss carryforwards of approximately $157.2 million that expire at various dates through 2037 and approximately $57.5 million which do not expire but are subject to 80% taxable income limitations. As of December 31, 2023, we had federal research and development tax credits of approximately $5.9 million that expire at various dates through 2043. We also had net operating loss carryforwards for California income tax purposes of approximately $116.6 million that expire at various dates through 2043 and state research and development tax credits of approximately $9.2 million which do not expire.

Current federal and California tax laws include substantial restrictions on the utilization of net operating losses and tax credits in the event of an ownership change of a corporation under Internal Revenue Code Section 382 and 383.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and operating loss and credit carryforwards. Significant components of our deferred tax assets are as follows (in thousands):

	As of December 31,
	2023			2022
Deferred tax assets:
Net operating loss carryforwards	$	53,225		$	57,895
Research credit carryforwards		9,841			10,521
Other, net		1,980			1,968
Total deferred tax assets		65,046			70,384
Deferred tax liabilities:
Other, net		(19	)		(46	)
Total deferred tax liabilities		(19	)		(46	)
Valuation allowance		(65,027	)		(70,338	)
Net deferred tax assets	$	-		$	-

ASC 740 requires that the tax benefit of net operating losses, temporary differences and credit carryforwards be recorded as an asset to the extent that management assesses that realization is “more likely than not.” Realization of the future tax benefits is dependent on our ability to generate sufficient taxable income within the carryforward period. Because of our recent history of operating losses, our management believes that recognition of the deferred tax assets arising from the above-mentioned future tax benefits is currently not likely to be realized and, accordingly, has provided a valuation allowance.

Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Accordingly, the net deferred tax assets have been fully offset by a valuation allowance. The valuation allowance decreased by approximately $5.3 million during 2023 and decreased by approximately $7.5 million during 2022.

The provision for income taxes consists of state minimum taxes due. The effective tax rate of our provision (benefit) for income taxes differs from the federal statutory rate as follows (in thousands):

	For the Years Ended December 31,
	2023			2022
Computed at 21%	$	(1,084	)	$	(2,144	)
State taxes		11			(488	)
Change in valuation allowance		(5,310	)		(7,545	)
Other		2			-
Stock based compensation		218			627
Research and development credits		(233	)		3,489
Tax attributes expirations		6,314			6,216
Impact of IRC 162m		83			(159	)
Total	$	1		$	(4	)

F-21

We had no unrecognized tax benefits, or any amounts accrued for interest and penalties for the three years ended December 31, 2023. Our policy is to recognize interest and penalties related to income taxes as a component of income tax expense. We do not expect the amount of unrecognized tax benefits will materially change in the next twelve months.

We file tax returns in the U.S. federal jurisdiction and various state jurisdictions. We are subject to the U.S. federal and state income tax examination by tax authorities for such years 2004 through 2023, due to net operating losses that are being carried forward for tax purposes.

10. Discontinued Operations

The following table presents information related to assets and liabilities reported as discontinued operations in our balance sheet:

	December 31,
	2023		2022
	(In thousands)
Prepaid expenses and other current assets	$	-	$	14
Discontinued operations – current assets	$	-	$	14
Accounts payable	$	-	$	129
Discontinued operations – current liabilities	$	-	$	129

11. Related Party Transactions

In July 2023, we received $250,000 in funding in exchange for the issuance of an unsecured promissory note for that principal amount to David E. Lazar, our Chief Executive Officer and prior chairman of our Board (the “Lazar Promissory Note”). Pursuant to the Lazar Promissory Note, the principal amount accrued interest at a rate of the Prime Rate + 2.00% per annum, and all principal and accrued interest were due and payable on the earlier of January 1, 2024 or such time as we receive debt or equity financing or proceeds in excess of $500,000 from the aforementioned transaction with Fedson. The loan was paid off in September 2023.

In August 2023, we received $500,000 in funding in exchange for the issuance of a convertible promissory note for that principal amount to Choong Choon Hau (the “Hau Promissory Note”). Pursuant to the Hau Promissory Note, the principal amount accrues interest at a rate of 10% per annum and is payable monthly. All principal and accrued interest was due and payable on January 8, 2024, unless extended as provided. All or part of the Hau Promissory Note can be converted into our common stock at a conversion price of $9.32 per share from time to time following the issuance date and ending on the maturity date. In March 2024, the Hau Promissory Note, along with accrued interest, was converted into 54,132 shares of our common stock.

In September 2023, we entered into the Securities Purchase Agreement with Sire Group, pursuant to which we agreed to issue 950,000 shares of our Series AA Preferred Stock to Sire Group at a price of $10.00 per share, for an aggregate purchase price of $9.5 million. The purchase price consisted of (i) $5.0 million in cash at closing and (ii) $4.5 million in the form of a promissory note from Sire Group which was paid off in September 2023.

During the years ended December 31, 2023 and 2022, we made payments related to legal fees of approximately $109,000 and $75,000, respectively, to a law firm operated by one of our Board members.

F-22

12. Restatement of Previously Issued Condensed Unaudited Financial Statements

During the preparation of our 2023 financial statements and notes thereto, we concluded that there was a material general and administrative expense and related balance sheet error in our previously issued unaudited condensed financial statements as of and for the quarterly and year to date period ended September 30, 2023 relating to the classification of payments made as issuance costs rather than as general and administrative period expense.

We noted that a payment in the amount of $406,000 was improperly classified as an issuance cost related to the Series AA Preferred Stock issuance when it should have been classified as a general and administrative expense during the three and nine months ended September 30, 2023.

This error in the accounting for issuance costs resulted in an understatement of additional paid in capital of $406,000 and an understatement of operating expenses and net loss of $406,000 as of and for the three and nine months ended September 30, 2023.

As a result of such error, we concluded that the previously issued unaudited financial statements for the three and nine months ended September 30, 2023 were materially misstated, and have restated them herein. The restatement corrections impact certain components within operating expense of the statements of operations, stockholders’ equity within the balance sheet and operating and financing cash flows within the statement of cash flows.

The following tables present the amounts previously reported, the restatement impact and the amount restated. The quarterly restatements will be effective with the filing of our future 2024 unaudited interim financial statement filings in Quarterly Reports on Form 10-Q.

The values as previously reported for the fiscal quarter ended September 30, 2023 were derived from our Quarterly Report on Form 10-Q filed on November 14, 2023 and do not give retroactive effect to a 1-for-20 reverse stock split effected on January 9, 2024. See Note 13. Subsequent Events.

F-23

TITAN PHARMACEUTICALS, INC.

CONDENSED BALANCE SHEETS

(in thousands, except share and per share data)

	As of September 30, 2023
				(unaudited)
	As			Restatement			As
	Reported			Impacts			Restated
Assets
Current assets:
Cash and cash equivalents	$	8,096		$	-		$	8,096
Restricted cash		13			-			13
Receivables		26			-			26
Notes receivable		1,500			-			1,500
Inventory		-			-			-
Prepaid expenses and other current assets		244			-			244
Discontinued operations – current assets		20			-			20
Total current assets		9,899			-			9,899
Property and equipment, net		6			-			6
Other assets		-			-			-
Operating lease right-of-use assets, net		94			-			94
Total assets	$	9,999		$	-		$	9,999
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	407		$	-		$	407
Note payable to related party		500			-			500
Other accrued liabilities		790			-			790
Operating lease liability, current		97			-			97
Deferred grant revenue		12			-			12
Discontinued operations – current liabilities		60			-			60
Total current liabilities		1,866			-			1,866
Operating lease liability, noncurrent		-			-			-
Total liabilities		1,866			-			1,866
Commitments and contingencies (Note 6)
Stockholders’ equity:
Preferred stock, at amounts paid-in, $0.001 par value per share; 5,000,000 shares authorized, 950,000 shares issued and outstanding at September 30, 2023 and no shares issued and outstanding at December 31, 2022.		1						1
Common stock, at amounts paid-in, $0.001 par value per share; 225,000,000 shares authorized, 15,016,295 shares issued and outstanding at September 30, 2023 and December 31, 2022.		15						15
Additional paid-in capital		397,977			406			398,383
Accumulated deficit		(389,860	)		(406	)		(390,266	)
Total stockholders’ equity		8,133			-			8,133
Total liabilities and stockholders’ equity	$	9,999		$	-		$	9,999

F-24

TITAN PHARMACEUTICALS, INC.

CONDENSED STATEMENTS OF OPERATIONS

(in thousands, except per share amount)

(unaudited)

	Three Months Ended September 30, 2023
	As			Restatement			As
	Reported			Impacts			Restated
Revenues:
License revenue	$	-		$	-		$	-
Grant revenue		4			-			4
Total revenues		4			-			4
Operating expenses:
Research and development		424			-			424
General and administrative		1,641			406			2,047
Total operating expenses		2,065			406			2,471
Loss from operations		(2,061	)		(406	)		(2,467	)
Other income (expense):
Interest income (expense)		(11	)		-			(11	)
Gain on asset sale		1,732			-			1,732
Other income (expense), net		2			-			2
Other income (expense), net		1,723			-			1,723
Net loss	$	(338	)	$	(406	)	$	(744	)
Basic and diluted net loss per common share	$	(0.02	)	$	(0.03	)	$	(0.05	)
Weighted average shares used in computing basic and diluted net loss per common share		15,016			15,016			15,016

TITAN PHARMACEUTICALS, INC.

CONDENSED STATEMENTS OF OPERATIONS

(in thousands, except per share amount)

(unaudited)

	Nine Months Ended September 30, 2023
	As			Restatement			As
	Reported			Impacts			Restated
Revenues:
License revenue	$	1		$	-		$	1
Grant revenue		183			-			183
Total revenues		184			-			184
Operating expenses:
Research and development		1,426			-			1,426
General and administrative		4,104			406			4,510
Total operating expenses		5,530			406			5,936
Loss from operations		(5,346	)		(406	)		(5,752	)
Other income (expense):
Interest income (expense)		18			-			18
Gain on asset sale		1,732			-			1,732
Other income (expense), net		(3	)		-			(3	)
Other income (expense), net		1,747			-			1,747
Net loss	$	(3,599	)	$	(406	)	$	(4,005	)
Basic and diluted net loss per common share	$	(0.24	)	$	(0.03	)	$	(0.27	)
Weighted average shares used in computing basic and diluted net loss per common share		15,016			15,016			15,016

F-25

CONDENSED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	Nine Months Ended September 30, 2023
	As			Restatement			As
	Reported			Impacts			Restated
Cash flows from operating activities:
Net loss	$	(3,599	)	$	(406	)	$	(4,005	)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on sale of assets		(1,732	)		-			(1,732	)
Depreciation and amortization		109			-			109
Stock-based milestone payment		-			-			-
Stock-based compensation		965			-			965
Other		(1	)		-			(1	)
Changes in operating assets and liabilities:
Receivables		-			-			-
Inventory		-			-			-
Prepaid expenses and other assets		122			-			122
Accounts payable		(374	)		-			(374	)
Deferred grant revenue		(184	)		-			(184	)
Other accrued liabilities		(152	)		-			(152	)
Net cash used in operating activities		(4,846	)		(406	)		(5,252	)
Cash flows from investing activities:
Proceeds from sale of assets		228			-			228
Net cash provided by investing activities		228			-			228
Cash flows from financing activities:
Net proceeds from equity offering		-			-			-
Net proceeds from issuance of preferred stock		9,094			406			9,500
Proceeds from short-term loans		750			-			750
Net proceeds from the exercises of common stock warrants		-			-			-
Payments on short-term loans		(250	)		-			(250	)
Net cash provided by financing activities		9,594			406			10,000
Net increase (decrease) in cash, cash equivalents and restricted cash		4,976			-			4,976
Cash, cash equivalents and restricted cash at beginning of period		3,133			-			3,133
Cash, cash equivalents and restricted cash at end of period	$	8,109		$	-		$	8,109
Supplemental cash flow information:
Interest paid	$	4		$	-		$	4
Inventory transferred with sale of assets	$	106		$	-		$	106
Property and equipment, net, transferred with sale of assets	$	109		$	-		$	109
Notes receivable received in connection with sale of assets	$	1,500		$	-		$	1,500
Accounts payable related to sale of assets	$	17		$	-		$	17
Other accrued liabilities transferred with sale of assets	$	236		$	-		$	236

F-26

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed balance sheets that sum to the total of the same such amounts shown in the condensed statements of cash flows (in thousands):

	2023
Cash and cash equivalents	$	8,096
Restricted cash		13
Cash, cash equivalents and restricted cash shown in the condensed statements of cash flows	$	8,109

13. Subsequent Events

On January 9, 2024, pursuant to prior stockholder authorization, our Board effected a reverse split of the outstanding shares of our common stock at a ratio of one share for every twenty shares then outstanding (the “Reverse Split”). Pursuant to their respective terms, the number of shares underlying our outstanding options and warrants was reduced and their respective exercise prices increased by the Reverse Split ratio. The number of shares of common stock authorized and the par value of $0.001 per share did not change as a result of the Reverse Split. All share and per share amounts contained in this Annual Report on Form 10-K give retroactive effect to the Reverse Split.

In January 2024, Fedson paid off the $1.0 million Escrow Note. We received the funds from the escrow account in February 2024.

In March 2024, the Hau Promissory Note, along with accrued interest, was converted into 54,132 shares of our common stock.

***

F-27

TITAN PHARMACEUTICALS, INC.

CONDENSED BALANCE SHEETS

(in thousands, except share and per share data)

	June 30,			December 31,
	2024			2023
	(unaudited)			(Note 1)
Assets
Current assets:
Cash and cash equivalents	$	4,092		$	6,760
Restricted cash		-			13
Receivables		38			46
Notes receivable		-			1,000
Prepaid expenses and other current assets		220			199
Total current assets		4,350			8,018
Property and equipment, net		-			5
Operating lease right-of-use assets, net		-			63
Total assets	$	4,350			8,086
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	356			348
Note payable to related party		-			500
Other accrued liabilities		-			519
Operating lease liability, current		-			65
Deferred grant revenue		-			12
Total current liabilities		356			1,444
Total liabilities		356			1,444
Commitments and contingencies (Note 4)
Stockholders’ equity:
Preferred stock, at amounts paid in, $0.001 par value per share; 5,000,000 shares authorized, 950,000 shares issued and outstanding at June 30, 2024 and December 31, 2023.		1			1
Common stock, at amounts paid-in, $0.001 par value per share; 225,000,000 shares authorized, 914,234 and 781,503 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively.		1			1
Additional paid-in capital		398,975			398,470
Accumulated deficit		(394,983	)		(391,830	)
Total stockholders’ equity		3,994			6,642
Total liabilities and stockholders’ equity	$	4,350		$	8,086

See Notes to Condensed Financial Statements.

F-28

TITAN PHARMACEUTICALS, INC.

CONDENSED STATEMENTS OF OPERATIONS

(in thousands, except per share amount)

(unaudited)

	Six Months Ended
	June 30,
	2024			2023
Revenues:
License revenue	$	-		$	1
Grant revenue		-			180
Total revenues		-			181
Operating expenses:
Research and development		-			1,003
General and administrative		3,137			2,463
Total operating expenses		3,137			3,466
Loss from operations		(3,137	)		(3,285	)
Other income (expense):
Interest income		1			29
Other expense, net		(17	)		(5	)
Other income (expense), net		(16	)		24
Net loss	$	(3,153	)	$	(3,261	)
Basic and diluted net loss per common share	$	(3.57	)	$	(4.34	)
Weighted average shares used in computing basic and diluted net loss per common share		884			751

See Notes to Condensed Financial Statements.

F-29

TITAN PHARMACEUTICALS, INC.

CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(in thousands)

(unaudited)

Six Months Ended June 30, 2024

	Preferred Stock				Common Stock				Additional Paid-In		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity
Balances at December 31, 2023		950	$	1		782	$	1	$	398,470	$	(391,830	)	$	6,642
Net loss		-		-		-		-		-		(1,060	)		(1,060	)
Issuance of common stock upon conversion of note payable		-		-		54		-		504		-			504
Fractional shares issued due to reverse stock split		-		-		78		-		1		-			1
Balances at March 31, 2024		950	$	1		914	$	1	$	398,975	$	(392,890	)	$	6,087
Net loss		-		-		-		-		-		(2,093	)		(2,093	)
Balances at June 30, 2024		950	$	1		914	$	1	$	398,975	$	(394,983	)	$	3,994

Six Months Ended June 30, 2023

	Preferred Stock				Common Stock				Additional Paid-In		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Equity (Deficit)
Balances at December 31, 2022		-	$	-		751	$	1	$	387,623	$	(386,261	)	$	1,363
Net loss		-		-				-		-		(1,675	)		(1,675	)
Balances at March 31, 2023		-		-		751	$	1	$	387,623	$	(387,936	)	$	(312	)
Net loss		-		-		-		-		-		(1,586	)		(1,586	)
Stock-based compensation		-		-		-		-		864		-			864
Balances at June 30, 2023		-	$	-		751	$	1	$	388,487	$	(389,522		$	(1,034	)

See Notes to Condensed Financial Statements.

F-30

TITAN PHARMACEUTICALS, INC.

CONDENSED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	Six months Ended
	June 30,
	2024			2023
Cash flows from operating activities:
Net loss	$	(3,153	)	$	(3,261	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		5			82
Stock-based compensation		-			554
Other		(2	)		-
Changes in operating assets and liabilities:
Receivables		8			18
Notes receivable		1,000			-
Prepaid expenses and other assets		(21	)		76
Accounts payable		8			(37	)
Deferred grant revenue		(12	)		(180	)
Other accrued liabilities		(514	)		(263
Net cash used in operating activities		(2,681	)		(3,011	)
Net decrease in cash, cash equivalents and restricted cash		(2,681	)		(3,011	)
Cash, cash equivalents and restricted cash at beginning of period		6,773			3,133
Cash, cash equivalents and restricted cash at end of period	$	4,092		$	122
Supplemental cash flow information:
Interest paid	$	13		$	-
Note payable to related party converted to common stock	$	500		$	-
Accrued interest net of tax converted to common stock	$	5		$	-
Disposal of fully depreciated property and equipment	$	711		$	-
Reclassification of inventory to assets held for sale	$	-		$	105
Reclassification of property and equipment, net to assets held for sale	$	-		$	133
Reclassification of accrued liabilities to liabilities held for sale	$	-		$	236

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed balance sheets that sum to the total of the same such amounts shown in the condensed statements of cash flows (in thousands):

	June 30,
	2024		2023
Cash and cash equivalents	$	4,092	$	105
Restricted cash		-		17
Cash, cash equivalents and restricted cash shown in the condensed statements of cash flows	$	4,092	$	122

See Notes to Condensed Financial Statements.

F-31

TITAN PHARMACEUTICALS, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(unaudited)

1. Organization and Summary of Significant Accounting Policies

The Company

Titan Pharmaceuticals, Inc. (“Titan” or the “Company” or “we,” “our” or “us”) is a pharmaceutical company that was previously developing therapeutics utilizing the proprietary long-term drug delivery platform, ProNeura^®, for the treatment of select chronic diseases for which steady state delivery of a drug has the potential to provide an efficacy and/or safety benefit. ProNeura consists of a small, solid implant made from a mixture of ethylene-vinyl acetate and a drug substance. The resulting product is a solid matrix that is designed to be administered subdermally in a brief, outpatient procedure and is removed in a similar manner at the end of the treatment period.

Our first product based on the ProNeura technology was Probuphine^® (buprenorphine implant), which is approved in the United States, Canada and the European Union (“EU”) for the maintenance treatment of opioid use disorder in clinically stable patients taking 8 milligrams or less a day of oral buprenorphine. While Probuphine continues to be commercialized in the EU (as Sixmo™) by another company that had acquired the rights from us, we discontinued commercialization of the product in the United States during the fourth quarter of 2020 and subsequently sold the product in September 2023. Discontinuation of our commercial operations allowed us to focus our limited resources on product development programs and transition back to a product development company.

In December 2021, we announced our intention to work with our financial advisor to explore strategic alternatives to enhance stockholder value, potentially including an acquisition, merger, reverse merger, other business combination, sales of assets, licensing or other transaction. In June 2022, we implemented a plan to reduce expenses and conserve capital that included a company-wide reduction in salaries and a scale back of certain operating expenses to enable us to maintain sufficient resources as we pursued potential strategic alternatives. In July 2022, David Lazar and Activist Investing LLC acquired an approximately 25% ownership interest in Titan, filed a proxy statement and nominated six additional directors, each of whom was elected to our board of directors (the “Board”) at a special meeting of stockholders held on August 15, 2022 (the “Special Meeting”). The exploration and evaluation of possible strategic alternatives by the Board has continued following the Special Meeting. Following the election of the new directors at the Special Meeting, Dr. Marc Rubin was replaced as our Executive Chairman, and David Lazar assumed the role of Chief Executive Officer. In connection with the termination of his employment as Executive Chairman, Dr. Rubin received aggregate severance payments of approximately $0.4 million. In December 2022, we implemented additional cost reduction measures including a reduction in our workforce. In June 2023, David Lazar sold his approximately 25% ownership interest in Titan to Choong Choon Hau. Mr. Lazar resigned his position as the Company’s Chief Executive Officer in April 2024. Our Chairman of the Board of Directors, Seow Gim Shen, assumed the position as our Chief Executive Officer in April 2024.

On September 1, 2023 (the “Closing Date”), we closed on the sale of certain ProNeura assets, including our portfolio of drug addiction products, in addition to other early development programs based on the ProNeura drug delivery technology (the “ProNeura Assets”). In July 2023, we entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Fedson, Inc., a Delaware corporation (“Fedson”), for the sale of the ProNeura Assets. Our addiction portfolio consisted of the Probuphine and Nalmefene implant programs. The ProNeura Assets constituted only a portion of our assets. In August 2023, we entered into an Amendment and Extension Agreement (the “Amendment”) to the Asset Purchase Agreement, pursuant to which Fedson agreed to purchase our ProNeura Assets for a purchase price of $2.0 million, consisting of (i) $500,000 in readily available funds, paid in full on the Closing Date, (ii) $500,000 in the form of a promissory note due and payable on October 1, 2023 (the “Cash Note”) and (iii) $1,000,000 in the form of a promissory note due and payable on January 1, 2024 (the “Escrow Note”). We will also be eligible to receive potential milestone payments of up to $50 million on future net sales of the products and certain royalties on future net sales of the products. As further consideration, Fedson assumed all liabilities related to a pending employment claim against us. On the Closing Date, Fedson delivered a written guaranty by a principal of Fedson of all of Fedson’s obligations under both the Cash Note and Escrow Note. The Cash Note included provisions, which Fedson has exercised, allowing Fedson to extend the payment of the Cash Note to November 1, 2023 and again to December 1, 2023 upon payment of $5,000 for each extension. The Cash Note and Escrow Note were paid in December 2023 and January 2024, respectively. We received the funds from the escrow account in February 2024.

F-32

In April 2024, David Lazar, our Chief Executive Officer, Kate Beebe DeVarney, Ph.D., our President and Chief Operating Officer and a member of our Board of Directors, and three other members of our Board of Directors, Eric Greenberg, Matthew C. McMurdo and David Natan, resigned their positions with the Company. Pursuant to the terms of their respective settlement agreements, we made payments in aggregate of approximately $1.2 million. The Board of Directors subsequently appointed Firdauz Edmin Bin Mokhtar and Francisco Osvaldo Flores García as independent directors of the Company to fill two of the vacancies created by the resignations. In addition, Dato Seow Gim Shen was appointed as Chief Executive Officer and Principal Financial Officer and will continue to serve as the Company’s Chairman of the Board, which he has done since October 12, 2023.

All share and per share amounts give retroactive effect to a 1-for-20 reverse stock split effected on January 9, 2024 (see Note 6. Stockholders’ Equity).

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statement presentation. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024, or any future interim periods.

The balance sheet as of December 31, 2023 is derived from the audited financial statements at that date but does not include all the information and footnotes required by GAAP for complete financial statements. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and footnotes thereto included in the Titan Pharmaceuticals, Inc. Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission.

The accompanying condensed financial statements have been prepared assuming we will continue as a going concern.

As of June 30, 2024, we had cash and cash equivalents of approximately $4.1 million, which we believe is sufficient to fund our planned operations through the third quarter of 2025. We are exploring several financing and strategic alternatives; however, there can be no assurance that our efforts will be successful.

Going Concern Assessment

We assess going concern uncertainty in our condensed financial statements to determine if we have sufficient cash on hand and working capital, including available borrowings on loans, to operate for a period of at least one year from the date the condensed financial statements are issued or available to be issued, which is referred to as the look-forward period as defined by Accounting Standards Update (“ASU”) No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. As part of this assessment, based on conditions that are known and reasonably knowable to us, we will consider various scenarios, forecasts, projections, estimates and will make certain key assumptions, including the timing and nature of projected cash expenditures or programs, and its ability to delay or curtail expenditures or programs, if necessary, among other factors. Based on this assessment, as necessary or applicable, we make certain assumptions around implementing curtailments or delays in the nature and timing of programs and expenditures to the extent we deem probable those implementations can be achieved, and we have the proper authority to execute them within the look-forward period in accordance with ASU No. 2014-15.

Based upon the above assessment, we concluded that, at the date of filing the condensed financial statements in this Quarterly Report on Form 10-Q for the six months ended June 30, 2024, we have sufficient cash to fund our operations for the next 12 months without additional funds.

F-33

Use of Estimates

The preparation of condensed financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the amounts reported in the condensed financial statements and accompanying notes. Actual results could differ from those estimates.

Stock-Based Compensation

We recognize compensation expense using a fair-value based method for all stock-based payments including stock options and restricted stock awards and stock issued under an employee stock purchase plan. These standards require companies to estimate the fair value of stock-based payment awards on the date of grant using an option pricing model. See Note 2. Stock Plans for a discussion of our stock-based compensation plans.

Cash and Cash Equivalents

Our investment policy emphasizes liquidity and preservation of principal over other portfolio considerations. We select investments that maximize interest income to the extent possible given these two constraints. We satisfy liquidity requirements by investing excess cash in securities with different maturities to match projected cash needs and limit concentration of credit risk by diversifying our investments among a variety of high credit-quality issuers and limit the amount of credit exposure to any one issuer. The estimated fair values have been determined using available market information. We do not use derivative financial instruments in our investment portfolio.

All investments with original maturities of three months or less are considered to be cash equivalents. We had no money market funds as of June 30, 2024 and December 31, 2023, included in our cash and cash equivalents.

We maintain significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on our financial condition, results of operations, and cash flows.

Restricted Cash

In accordance with ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, we explain the change during the period in the total of cash, cash equivalents and restricted cash, and include restricted cash with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the condensed statements of cash flows.

Prepaid Expenses and Other Current Assets

Prepaid Expenses and Other Current Assets consist primarily of prepaid insurance, prepaid rent, prepaid payroll and other expenses. Prepaid expenses are recorded at cost and are amortized over the periods benefited using the straight-line method. The Company reviews prepaid expenses at each balance sheet date and adjusts the carrying amounts as necessary to reflect the remaining estimated benefit.

Property and Equipment

Property and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets ranging from three to five years. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the assets.

Revenue Recognition

We generate revenue principally from collaborative research and development arrangements and government grants.

Grant Revenue

We had contracts with National Institute on Drug Abuse or NIDA, within the U.S. Department of Health and Human Services, the Bill & Melinda Gates Foundation, and other government-sponsored organizations for research and development related activities that provided for payments for reimbursed costs, which may have included overhead and general and administrative costs. We recognized revenue from these contracts as we performed services under these arrangements when the funding was committed. Associated expenses were recognized when incurred as research and development expense. Revenues and related expenses are presented gross in the condensed statements of operations.

F-34

Receivables

The following table presents the activity related to our receivables for the six months ended June 30, 2024.

(in thousands)
Balance at January 1, 2024	$	46
Deductions		(8	)
Balance at June 30, 2024	$	38

Research and Development Costs and Related Accrual

Research and development expenses include internal and external costs. Internal costs include salaries and employment related expenses, facility costs, administrative expenses and allocations of corporate costs. External expenses consist of costs associated with outsourced contract research organization activities, sponsored research studies, product registration, and investigator sponsored trials. Significant judgments and estimates must be made and used in determining the accrued balance in any accounting period. Actual results could differ from those estimates under different assumptions. Revisions are charged to expense in the period in which the facts that give rise to the revision become known.

Leases

We determine whether the arrangement is or contains a lease at inception. Operating lease right-of-use assets and lease liabilities are recognized at the present value of the future lease payments at commencement date. The interest rate implicit in lease contracts is typically not readily determinable, and therefore, we utilize our incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Certain adjustments to the right-of-use asset may be required for items such as initial direct costs paid or incentives received.

Lease expense is recognized over the expected term on a straight-line basis. Operating leases are recognized on our condensed balance sheets as right-of-use assets, operating lease liabilities current and operating lease liabilities non-current.

The operating lease expired on June 30, 2024.

Recent Accounting Pronouncements

There are no recent accounting pronouncements that will have a material impact on our condensed financial statements.

Fair Value Measurements

Financial instruments, including receivables, accounts payable and accrued liabilities, are carried at cost, and their fair values are approximated due to the short-term nature of these instruments.

F-35

2. Stock Plans

The following table summarizes option activity:

	Options (in thousands)		Weighted Average Exercise Price per share		Weighted Average Remaining Option Term (in years)		Aggregate Intrinsic Value (in thousands)
Outstanding at December 31, 2023		93	$	73.46		8.35	$	-
Outstanding at June 30, 2024		93		72.76		7.55		-
Exercisable at June 30, 2024		93		72.76		7.55		-

The following table summarizes the stock-based compensation expense recorded for awards under our stock option plans:

	Six Months Ended
	June 30,
(in thousands)	2024		2023
Research and development	$	-	$	54
Selling, general and administrative		-		500
Total stock-based compensation	$	-	$	554

We use the Black-Scholes-Merton option-pricing model to estimate the fair value of our stock options. There were no options granted or shares awarded during the six months ended June 30, 2024 and 2023.

As of June 30, 2024, there was no unrecognized compensation expense related to non-vested stock options.

3. Net Loss Per Share

The table below presents common shares underlying stock options and warrants that are excluded from the calculation of the weighted average number of common shares outstanding used for the calculation of diluted net loss per common share. These are excluded from the calculation due to their anti-dilutive effect:

	Six Months Ended
	June 30,
(in thousands)	2024		2023
Weighted-average anti-dilutive common shares resulting from options		93		46
Weighted-average anti-dilutive common shares resulting from convertible note		8		-
Weighted-average anti-dilutive common shares resulting from convertible preferred		355		-
Weighted-average anti-dilutive common shares resulting from warrants		476		338
		932		384

F-36

4. Commitments and Contingencies

Lease Commitments

We leased our office facility under an operating lease that expired in June 2024. Rent expense associated with this lease was approximately $64,000 for the six months ended June 30, 2024 and 2023.

Legal Proceedings

In 2020, a legal proceeding was initiated against us by a former employee alleging wrongful termination, retaliation, infliction of emotional distress, negligent supervision, hiring and retention and slander. An independent investigation into this individual’s allegations of whistleblower retaliation, while still an employee, was conducted utilizing an outside investigator and concluded that such allegations were not substantiated. In September 2023, Fedson, as consideration for the Asset Purchase Agreement, agreed to assume all liabilities related to this pending employment claim (see Note 5. Asset Sale).

5. Asset Sale

In July 2023, we entered into the Asset Purchase Agreement with Fedson for the sale of the ProNeura Assets, with closing occurring on September 1, 2023. The ProNeura Assets constituted only a portion of our assets. In August 2023, we entered into an Amendment to the Asset Purchase Agreement, pursuant to which Fedson agreed to purchase our ProNeura Assets for a purchase price of $2.0 million, consisting of (i) $500,000 in readily available funds, paid in full on the Closing Date, (ii) $500,000 in the form of the Cash Note and (iii) $1,000,000 in the form of the Escrow Note. We will also be eligible to receive potential milestone payments of up to $50 million on future net sales of the products and certain royalties on future net sales of the products. As further consideration, Fedson assumed all liabilities related to a pending employment claim against us. On the Closing Date, Fedson delivered a written guaranty by a principal of Fedson of all of Fedson’s obligations under both the Cash Note and Escrow Note. The Cash Note included provisions, which Fedson has exercised, allowing Fedson to extend the maturity date of the Cash Note to November 1, 2023 and again to December 1, 2023 upon payment of $5,000 for each extension. The Cash Note and Escrow Note were paid in December 2023 and January 2024, respectively. We received the funds from the escrow account in February 2024.

6. Stockholders’ Equity

Our common stock outstanding was 914,234 and 781,503 as of June 30, 2024 and December 31, 2023, respectively.

Reverse Split

On January 9, 2024, pursuant to prior stockholder authorization, our Board effected a reverse split of the outstanding shares of our common stock at a ratio of one share for every twenty shares then outstanding (the “Reverse Split”). Pursuant to their respective terms, the number of shares underlying our outstanding options and warrants was reduced and their respective exercise prices increased by the Reverse Split ratio. The number of shares of common stock authorized and the par value of $0.001 per share did not change as a result of the Reverse Split. All share and per share amounts contained in this Quarterly Report on Form 10-Q give retroactive effect to the Reverse Split.

F-37

Choong Choon Hau Note Conversion

In August 2023, we received $500,000 in funding in exchange for the issuance of a convertible promissory note for that principal amount to Choong Choon Hau (the “Hau Promissory Note”). Pursuant to the Hau Promissory Note, the principal amount accrues interest at a rate of 10% per annum and is payable monthly. All principal and accrued interest was due and payable on January 8, 2024, unless extended as provided. All or part of the Hau Promissory Note could be converted into our common stock at a conversion price of $9.32 per share from time to time following the issuance date and ending on the maturity date. In March 2024, the Hau Promissory Note, along with accrued interest of approximately $4,511, was converted into 54,132 shares of our common stock.

7. Related Party Transactions

During the six months ended June 30, 2024 and 2023, we made payments related to legal and consulting fees of approximately $9,225 and approximately $75,000, respectively, to a law firm operated by one of our Board members.

In August 2023, we received $500,000 in funding in exchange for the issuance of the Hau Promissory Note. In March 2024, the Hau Promissory Note, along with accrued interest of approximately $4,511, was converted into 54,132 shares of our common stock (see Note 6. Stockholders’ Equity).

8. Subsequent Events

The Company performed a review of events subsequent from the condensed balance sheet date through the date the condensed financial statements were issued and determined that there were no events requiring recognition or disclosure in the condensed financial statements.

F-38

KE SDN. BHD.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

CONTENTS	PAGE(S)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID: 6907)	F-40
CONSOLIDATED BALANCE SHEETS AS OF JULY 31, 2022 AND 2023	F-41
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME FOR THE YEARS ENDED JULY 31, 2022 AND 2023	F-42
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT FOR THE YEARS ENDED JULY 31, 2022 AND 2023	F-43
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED JULY 31, 2022 AND 2023	F-44
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	F-45

CONTENTS	PAGE(S)
CONSOLIDATED BALANCE SHEETS AS OF JULY 31, 2023 AND APRIL 30, 2024 (UNAUDITED)	F-65
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME FOR THE THREE AND NINE MONTHS ENDED APRIL 30, 2023 AND 2024	F-66
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT FOR THE NINE MONTHS ENDED APRIL 30, 2023 AND 2024	F-67
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED APRIL 30, 2022 AND 2023	F-68
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS	F-69

F-39

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

KE Sdn. Bhd

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of KE Sdn. Bhd. (the “Company”) and its subsidiary (the “Group”) as of July 31, 2023 and 2022, the related consolidated statements of operations and comprehensive (loss) income, changes in shareholders’ deficit and cash flows for each of the years ended July 31, 2023, and 2022 and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Group as of July 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years ended July 31, 2023 and 2022, in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Emphasis of Matter – Going Concern

The accompanying financial statements have been prepared assuming that the Group will continue as a going concern. As more fully described in Note 3 to the financial statements, at July 31, 2023, The Group incurred net losses of US$86,556 and net cash used in negative operating activities of US$252 for the year ended July 31, 2022. The Group had accumulated deficit amounted to US$424,031 and US$412,345 as of July 31, 2022 and 2023, respectively. As of July 31, 2022 and 2023, the Group’s current liabilities exceeded its current assets by US$70,932 and US$166,234 and the Group had shareholder deficits amounting to US$255,132 and US$242,482, respectively. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3 to the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

Basis for Opinion

These consolidated financial statements are the responsibility of the Group’s management. Our responsibility is to express an opinion on the Group’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Group is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Enrome LLP

We have served as the Company’s auditor since 2023

Singapore

February 22, 2024

F-40

KE SDN. BHD.

CONSOLIDATED BALANCE SHEETS

(In U.S. dollars, except for share and per share data, or otherwise noted)

	As of July 31,
	2022			2023
ASSETS
Current assets:
Cash and cash equivalents	$	6,961		$	3,353
Restricted cash		542,017			544,720
Accounts receivable, net		497,294			193,245
Contract assets		5,124			4,351
Deferred costs		182,948			265,952
Prepaid expenses and other current assets		22,386			42,760
Total current assets		1,256,730			1,054,381
Non-current assets:
Property and equipment, net		155			105
Right-of-use asset		87,955			41,210
Total non-current assets		88,110			41,315
TOTAL ASSETS	$	1,344,840		$	1,095,696
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	101,264		$	99,251
Notes payable		187,514			289,082
Contract liabilities		395,161			432,912
Accrued expenses and other current liabilities		87,662			103,211
Amount due to a related party		179,795			33,296
Short-term borrowings		180,129			129,157
Long-term borrowings		148,897			91,664
Lease liability		47,240			42,042
Total current liabilities		1,327,662			1,220,615
Non-current liabilities:
Long-term borrowings		229,744			117,563
Lease liability		42,566			-
Total non-current liabilities		272,310			117,563
TOTAL LIABILITIES		1,599,972			1,338,178
Commitments and contingencies		-			-
Shareholders’ deficit
Ordinary shares (par value of US$0.3830 (RM1) per share; 500,000 shares authorized as of July 31, 2022 and 2023; 500,000 shares issued and outstanding as of July 31, 2022 and 2023)		191,482			191,482
Accumulated deficit		(424,031	)		(412,345	)
Accumulated other comprehensive loss		(22,583	)		(21,619	)
Total shareholders’ deficit		(255,132	)		(242,482	)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	1,344,840		$	1,095,696

The accompanying notes are an integral part of these consolidated financial statements.

F-41

KE SDN. BHD.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME

(In U.S. dollars, except for share and per share data, or otherwise noted)

	For the Years Ended July 31,
	2022			2023
Revenues	$	2,402,586		$	2,082,028
Cost of revenues		1,852,126			1,617,919
Gross profit		550,460			464,109
Operating expenses:
Selling and marketing expenses		15,788			12,255
General and administrative expenses		585,616			406,044
Total operating expenses		601,404			418,299
(Loss)/Income from operations		(50,944	)		45,810
Interest expense		(68,883	)		(49,915	)
Other income		33,271			15,791
Total other expenses, net		(35,612	)		(34,124	)
(Loss)/Income before income taxes		(86,556	)		11,686
Income tax expense		-			-
Net (loss)/income	$	(86,556	)	$	11,686
Other comprehensive income:
Foreign currency translation adjustment, net of tax		12,477			964
Comprehensive (loss)/income	$	(74,079	)	$	12,650
(Loss)/Earning per share
Basic and diluted		(0.17	)		0.02
Weighted average number of ordinary shares
Basic and diluted		500,000			500,000

The accompanying notes are an integral part of these consolidated financial statements.

F-42

KE SDN. BHD.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

(In U.S. dollars, except for share and per share data, or otherwise noted)

	Ordinary shares*				Accumulated			Accumulated other comprehensive			Total shareholders’
	Shares		Amount		deficit			loss			deficit
Balance as of July 31, 2021		500,000	$	191,482	$	(337,475	)	$	(35,060	)	$	(181,053	)
Net loss		-		-		(86,556	)		-			(86,556	)
Foreign currency translation adjustment		-		-		-			12,477			12,477
Balance as of July 31, 2022		500,000		191,482		(424,031	)		(22,583	)		(255,132	)
Net income		-		-		11,686			-			11,686
Foreign currency translation adjustment		-		-		-			964			964
Balance as of July 31, 2023		500,000	$	191,482	$	(412,345	)	$	(21,619	)	$	(242,482	)

The accompanying notes are an integral part of these consolidated financial statements.

F-43

KE SDN. BHD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In U.S. dollars, except for share and per share data, or otherwise noted)

	For the Years Ended July 31,
	2022			2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)/income	$	(86,556	)	$	11,686
Adjustments to reconcile net (loss)/income to net cash provided by operating activities:
Allowance for doubtful accounts		113,444			-
Depreciation of property and equipment		349			48
Amortization of right-of-use asset		44,436			45,690
Interest expense		69,456			51,091
Changes in operating assets and liabilities
Accounts receivable, net		(67,671	)		298,542
Contract assets		(5,365	)		711
Deferred costs		(53,736	)		(85,314	)
Prepaid expenses and other current assets		(1,766	)		(20,654	)
Lease liability		(43,479	)		(46,688	)
Accounts payable		(54,772	)		(2,926	)
Contract liabilities		84,181			42,647
Accrued expenses and other current liabilities		1,227			13,642
Net cash (used in) provided by operating activities		(252	)		308,475
CASH FLOWS FROM INVESTING ACTIVITY:
Purchase of property and equipment		(159	)		-
Net cash used in investing activity		(159	)		-
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from/(Repayment of) bank overdraft		30,500			(56,849	)
Proceeds from/(Repayment of) notes payable		(36,484	)		103,945
Proceeds from long-term borrowings		117,658			-
Repayment of long-term borrowings		(266,724	)		(205,563	)
Proceeds of loans provided by a related party		305,911			33,318
Repayment of loans provided by a related party		(176,487	)		(177,695	)
Net cash used in financing activities		(25,626	)		(302,844	)
Effect of exchange rate changes		(29,856	)		(6,536	)
Net decrease in cash and cash equivalents and restricted cash		(55,893	)		(905	)
Cash and cash equivalents and restricted cash, at beginning of year		604,871			548,978
Cash and cash equivalents and restricted cash, at end of year	$	548,978		$	548,073
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO THE CONSOLIDATED BALANCE SHEETS
Cash and cash equivalents	$	6,961		$	3,353
Restricted cash		542,017			544,720
Total cash, cash equivalents and restricted cash	$	548,978		$	548,073
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid	$	45,969		$	18,437
SUPPLEMENTAL DISCLOSURE OF NON-CASH INFORMATION
Lease liability arising from obtaining right-of-use asset		69,456			51,091

The accompanying notes are an integral part of these consolidated financial statements.

F-44

KE SDN. BHD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JULY 31, 2022 AND 2023

(In U.S. dollars, except share and per share data)

1. ORGANIZATION AND PRINCIPAL ACTIVITIES

KE SDN. BHD. (“KE”, or the “Company”) is a private limited company incorporated and domiciled in Malaysia. The Company is principally engaged in software implementation and training.

Keda Pte. Ltd. (“KEDAS”), which is 100% owned by the Company, was incorporated in Singapore. KEDAS is principally engaged in software services.

KE and KEDAS are collectively referred to as the “Group”, is a leading Human Capital Management (“HCM”) technology consulting company and committed to the organization to streamline their business operation, increase the employee productivity and improve the employee engagement.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of presentation

The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

(b) Principles of consolidation

The consolidated financial statements include the financial statements of the Company and its subsidiaries, which include the Malaysia-registered entity and Singapore registered entity directly or indirectly owned by the Company. All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation. The results of subsidiaries acquired or disposed of are recorded in the consolidated income statements from the effective date of acquisition or up to the effective date of disposal, as appropriate.

A subsidiary is an entity in which (i) the Company directly or indirectly controls more than 50% of the voting power; or (ii) the Company has the power to appoint or remove the majority of the members of the board of directors or to cast a majority of votes at the meetings of the board of directors or to govern the financial and operating policies of the investee pursuant to a statute or under an agreement among the shareholders or equity holders.

(c) Use of estimates

The preparation of the consolidated financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent assets and liabilities on the date of the consolidated financial statements, and the reported revenues and expenses during the reported periods. Actual results could differ from those estimates. On an ongoing basis, management reviews these estimates and assumptions using the currently available information. Changes in facts and circumstances may result in revised estimates. Management bases its estimates on past experience and on various other assumptions that are believed to be reasonable and the results of these estimates form the basis for making judgments about the carrying values of assets and liabilities. Significant accounting estimates include, but not limited to, the allowance for doubtful accounts for accounts receivable, the useful lives and impairment of property and equipment and the valuation allowance for deferred tax assets.

F-45

KE SDN. BHD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JULY 31, 2022 AND 2023

(In U.S. dollars, except share and per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

(d) Foreign currency translation and transaction

The Group uses U.S. dollars (“US$”) as its reporting currency. The functional currency of the Company is Ringgit Malaysia (“RM”), while the functional currency of KEDAS is Singapore Dollar (“SGD”) as determined based on the criteria of ASC 830, “Foreign Currency Matters”.

The consolidated statements of operations and comprehensive (loss)/income and the consolidated statements of cash flows denominated in foreign currency are translated at the average rate of exchange during the reporting period. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable rates of exchange in effect at that date. The equity denominated in the functional currency is translated at the historical rate of exchange at the time of capital contribution. Because cash flows are translated based on the average translation rate, amounts related to assets and liabilities reported on the consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets. Translation adjustments arising from the use of different exchange rates from period to period are included as a separate component of accumulated other comprehensive loss included in consolidated statements of changes in shareholders’ deficit. Gains and losses from foreign currency transactions are included in the consolidated statements of operations and comprehensive (loss) income.

The following table outlines the currency exchange rates that were used in creating the consolidated financial statements:

	As of July 31,
	2022		2023
Balance sheet items, except for equity accounts
US$ against RM		4.4495		4.5050
US$ against SGD		1.3812		1.3283

	For the years ended July 31,
	2022		2023
Items in the statements of operations and comprehensive (loss) income, and statements of cash flows
US$ against RM		4.2496		4.5021
US$ against SGD		1.3632		1.3592

(e) Cash and cash equivalents

Cash and cash equivalents consist of cash on hand, the Group’s demand deposit placed with financial institutions, which have original maturities of less than three months and unrestricted as to withdrawal and use.

(f) Restricted cash

Restricted cash represents fixed deposits pledged to the licensed bank for overdraft and bank guarantee facilities granted to the Group.

F-46

KE SDN. BHD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JULY 31, 2022 AND 2023

(In U.S. dollars, except share and per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

(g) Accounts receivable, net

Accounts receivables are recorded at the original amounts less allowances for any doubtful receivables. Provision for doubtful accounts is recognized when there is objective evidence indicating that the balances may not be collectible. The Group reviews the accounts receivable on a periodic basis and makes general and specific allowances. The Group considers many factors in assessing the collectability such as the age of the amounts due, and consideration of historical loss experience. The Group established standards and policies for reviewing major account exposures and concentrations of risk. Account balances are written off against the allowance when the potential for recovery is considered remote.

The Group makes estimates of expected credit losses for the allowance for credit losses based on assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of certain accounts receivables, current economic conditions, reasonable and supportable forecasts of future economic conditions and other factors that may affect its ability to collect from the counterparties. Uncollectible accounts receivables are written off when a settlement is reached for an amount that is less than the outstanding historical balance or when the Group has determined that is not probable for the balance to be collected.

(h) Property and equipment, net

Property and equipment are stated at cost less accumulated depreciation and impairment, if any, and depreciated on a straight-line basis over the estimated useful lives of the assets. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its intended use. Estimated depreciation rates are as follows:

Category	Rate
Computer, terminals & peripherals		20%-40%
Furniture, fittings, office equipment & renovation		10%-20%

Repair and maintenance costs are charged to expenses as incurred, whereas the cost of renewals and betterment that extends the useful lives of property and equipment are capitalized as additions to the related assets. Retirements, sales and disposals of assets are recorded by removing the costs, accumulated depreciation and impairment with any resulting gain or loss recognized in the consolidated statements of operations and comprehensive (loss) income.

(i) Impairment of long-lived assets

The Group reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. When these events occur, the Group measures 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 disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Group would recognize an impairment loss, which is the excess of carrying amount over the fair value of the assets, using the expected future discounted cash flows. For the years ended July 31, 2022 and 2023, there was no impairment of long-lived assets.

F-47

KE SDN. BHD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JULY 31, 2022 AND 2023

(In U.S. dollars, except share and per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

(j) Leases

The Group adopted ASU No. 2016-02 “Leases” (“ASC 842”) using the modified retrospective approach on August 1, 2021. The Group elected the transition package of practical expedients permitted within the standard, which allowed it not to reassess initial direct costs, lease classification, or whether the contracts contain or are leases for any leases that existed prior to August 1, 2022. The Group also elected the short-term lease exemption for all contracts with an original lease term of 12 months or less.

Under ASC 842, the Group determines whether an arrangement constitutes a lease and records lease liabilities and ROU assets on its consolidated balance sheets at the lease commencement date. The Group measures the operating lease liabilities at the commencement date based on the present value of remaining lease payments over the lease term, which is computed using the Group’s incremental borrowing rate, an estimated rate the Group would be required to pay for a collateralized borrowing equal to the total lease payments over the lease term. The Group measures the operating lease right-of-use assets based on the corresponding lease liability adjusted for payments made to the lessor at or before the commencement date, and initial direct costs it incurs under the lease. The Group begins recognizing operating lease expense based on lease payments on a straight-line basis over the lease term after the lessor makes the underlying asset available to the Group. Some of the Group’s lease contracts include options to extend the leases for an additional period which has to be agreed with the lessors based on mutual negotiation. After considering the factors that create an economic incentive, the Group does not include renewal option periods in the lease term for which it is not reasonably certain to exercise.

(k) Fair value measurement

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of the fair value hierarchy are described below:

● Level 1— Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

● Level 2— Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

● Level 3— Inputs to the valuation methodology are unobservable and significant to the fair value.

Financial instruments of the Group primarily consist of cash, restricted cash, accounts receivable, contract assets, contract costs, prepaid expenses and other current assets, short-term borrowings, accounts payable, notes payable, contract liability, amount due to a related party, accrued expenses and other payables. The carrying amounts of these financial instruments approximate fair value due to the short-term maturity of those instruments. The valuation is based on settlements of similar financial instruments, all of which are short-term in nature and are generally settled at or near cost.

The Group’s non-financial assets, such as property and equipment, would be measured at fair value only if they were determined to be impaired.

F-48

KE SDN. BHD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JULY 31, 2022 AND 2023

(In U.S. dollars, except share and per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

(l) Revenue recognition

The Group’s revenue is generated from (i) maintenance services, (ii) implementation services, (iii) SaaS subscription fee, (iv) licensing fee and (v) other supporting services. The Group generally recognizes revenue from the sale of services as the services are performed, which is typically ratably over the term of the contract(s), which the Group believes to be the best measure of progress. The Group recognizes revenues as it satisfies performance obligation regarding services to its customers in an amount reflecting the total consideration it expects to receive from the customer.

The Group adopted ASC Topic 606, “Revenue from Contracts with Customers (“ASC 606”)” for recognition. The core principle of the guidance requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply these five steps:

Step 1:	Identify the contract with the customer
Step 2:	Identify the performance obligations in the contract
Step 3:	Determine the transaction price
Step 4:	Allocate the transaction price to the performance obligations in the contract
Step 5:	Recognize revenue when the company satisfies a performance obligation

(i) Maintenance services

Revenue for maintenance services is recognized over time using an output based method. The right to invoice practical expedient is generally applied to revenue related to per occurrence contracts as well as enhancement services. When the practical expedient is not applied, revenue is recognized using a cost-to-cost input method. Fees for maintenance services are typically billed as the services are performed.

(ii) Implementation services

Implementation services involve setting the customer up in, and loading data into, the Group’s software, which are considered set-up activities. Fees for implementation services are typically billed upfront and as the services are performed. Revenue for implementation services is recognized over time, which is over the term of the contract.

(iii) SaaS subscription services

SaaS subscription services are generally recognized as revenues over time, which are over the term of the contract as a series of distinct SaaS services bundled into a single performance obligation. Customers are typically charged a one-time, upfront access fees for the use of its software solution.

(iv) Licensing fee

Software licenses comprise the majority of distinct performance obligations that are satisfied at a point in time. Revenue for licensing fee is recognized at the point in which the software licenses are made available to a customer. Consideration for licenses is typically billed in advance on a basis over the license term.

(v) Other revenue

Other revenues are mainly derived from training services, sales of hardwares and other support activities associated with its software. Revenue is generally recognized over time, which is over the service period as the underlying services are performed.

F-49

KE SDN. BHD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JULY 31, 2022 AND 2023

(In U.S. dollars, except share and per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

(l) Revenue recognition - continued

The following table disaggregates the Group’s revenue for the years ended July 31, 2022 and 2023:

	For the year ended July 31,
	2022		2023
Net revenues:
Maintenance services	$	1,084,806	$	937,166
Implementation services		950,040		700,420
SaaS subscription fee		115,618		226,630
Licensing		198,146		147,347
Others		53,976		70,465
Total	$	2,402,586	$	2,082,028

The following table presents revenue classified by timing of revenue recognition for the years ended July 31, 2022 and 2023:

	For the years ended July 31,
	2022		2023
Point in time	$	198,146	$	147,347
Over time		2,204,440		1,934,681
Total	$	2,402,586	$	2,082,028

(m) Contract balances

The Group classifies its right to consideration in exchange for goods or services transferred to a customer as either a receivable or a contract asset. A receivable is a right to consideration that is unconditional as compared to a contract asset which is a right to consideration that is conditional upon factors other than the passage of time. The Group recognizes accounts receivable in its consolidated balance sheets when it performs a service in advance of receiving consideration and has the unconditional right to receive consideration. A contract asset is recorded when the Group has transferred services to the customer before payment is received or is due, and the Group’s right to consideration is conditional on future performance or other factors in the contract. As of July 31, 2022 and 2023, the Group had contract assets of US$5,124 and US$4,351, respectively.

Contract liabilities are recognized if the Group receives consideration prior to satisfying the performance obligations, which include customer advances. Contract liabilities of US$395,161 and US$432,912 as of July 31, 2022 and 2023 were recognized or expected to be recognized as revenues in the following twelve months.

(n) Cost of revenues

Cost of revenues are comprised primarily of salaries and other personnel-related costs, including employee benefits and bonuses, for employees providing services to the Group’s customers. This includes the costs of the Group’s personnel performing maintenance, implementation, SaaS subscription, license, customer training and other customer support activities. Cost of revenues also includes the direct costs of bill-pay and other third-party intellectual property included in the Group’s software, the amortization of services costs, an allocation of general overhead costs and referral fees. Direct costs of third-party intellectual property include amounts paid for third- party licenses and related maintenance that are incorporated into the Group’s software.

F-50

KE SDN. BHD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JULY 31, 2022 AND 2023

(In U.S. dollars, except share and per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

(o) Deferred costs

The Group capitalizes certain system support costs that are identifiable and directly related to the provision of its services to customers. The Group analyzes such costs that may be capitalized to assess their recoverability and only capitalizes costs that it anticipates being recoverable through the terms of the associated contract. The Group begins amortizing the deferred costs to cost of revenues once the revenue recognition criteria have been met, and the Group amortizes those deferred costs ratably over the expected period of customer benefit. The Group has determined this period to be the estimated life of the technology for new contracts. The Group determined the period of benefit by considering factors such as historically high renewal rates with similar customers and contracts, initial contract length, an expectation that there will still be a demand for the product at the end of its term, and the significant costs to switch to a competitor’s product, all of which are governed by the estimated useful life of the technology. The Group monitors deferred costs for impairment and records impairment when customers terminate or allow services to lapse due to contract modifications and/or from other assessments as needed. Any impairment losses identified are recognized in the form of an expense acceleration with the applicable amount recorded to deferred costs on the consolidated balance sheet and in cost of revenues in the consolidated statements of comprehensive loss/income. The deferred costs are expected to be amortized during the succeeding twelve-month period, and recorded in current assets on the consolidated balance sheets. As of July 31, 2022 and 2023, the Group recorded deferred costs of US$182,948 and US$265,952 on its consolidated balance sheets.

(p) Selling and marketing expenses

Selling and marketing expenses mainly consist of (i) salaries and other personnel-related costs, (ii) marketing and advertising expenses, and (iii) depreciation and rental expenses related to marketing functions.

(q) General and administrative expenses

General and administrative expenses mainly consist of (i) salaries and other personnel-related costs, (ii) professional service fees, (iii) rental and depreciation related to general and administrative personnel.

(r) Employee benefits

(i) Short-term employment benefits

Short-term employment benefits, such as wages, salaries and other benefits, are recognised at the undiscounted amount as a liability and an expense when the employees have rendered services to the Group. The expected cost of accumulating compensated absences are recognised when the employees render services that increase their entitlement to future compensated absences. The expected cost of non-accumulating compensated absences, such as sick and medical leaves, are recognised when the absences occur. The expected cost of accumulating compensated absences are measured at the undiscounted additional amount expected to be paid as a result of the unused entitlement that has accumulated at the end of the reporting period. The expected cost of profit-sharing and bonus payments are recognised when the Group has a present legal or constructive obligation to make such payments as a result of past events and a reliable estimate of the obligation can be made. A present obligation exists when the Group has no realistic alternative but to make the payments.

(ii) Defined contribution plan

Contributions payable to the defined contribution plan are recognised as a liability and an expense when the employees have rendered services to the Group.

F-51

KE SDN. BHD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JULY 31, 2022 AND 2023

(In U.S. dollars, except share and per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

(s) Income taxes

The Group accounts for income taxes under ASC 740, “Income Taxes”. The charge for taxation is based on the results for the fiscal year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Provision for income taxes consists of taxes currently due plus deferred taxes. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

The provisions of ASC 740-10-25, “Accounting for Uncertainty in Income Taxes,” prescribe a more-likely-than- not threshold for consolidated financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. This interpretation also provides guidance on the recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and related disclosures.

The Group did not accrue any liability, interest or penalties related to uncertain tax positions in its provision for income taxes line of its consolidated statements of operations and comprehensive loss for the years ended July 31, 2022 and 2023, respectively. The Group does not expect that its assessment regarding unrecognized tax positions will materially change over the next 12 months. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred.

(t) Related party transaction

The Group accounts for related party transactions in accordance with ASC 850, “Related Party Disclosures”.

Parties, which can be an entity or individual, are considered to be related if they have the ability, directly or indirectly, to control the Group or exercise significant influence over the Group in making financial and operational decisions. Entities are also considered to be related if they are subject to common control or common significant influence.

Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.

F-52

KE SDN. BHD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JULY 31, 2022 AND 2023

(In U.S. dollars, except share and per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

(u) Loss or earning per share

Basic loss or earning per share is computed by dividing net loss or income attributable to ordinary shareholders, taking into consideration the deemed dividends to preferred shareholders (if any), by the weighted average number of ordinary shares outstanding during the year using the two-class method. Under the two-class method, net loss or income is allocated between ordinary shares and other participating securities based on their participating rights. Shares issuable for little to no consideration upon the satisfaction of certain conditions are considered as outstanding shares and included in the computation of basic loss per share as of the date that all necessary conditions have been satisfied. Net loss or income are not allocated to other participating securities if based on their contractual terms they are not obligated to share the losses.

Diluted loss or earning per share is calculated by dividing net loss or income attributable to ordinary shareholders, as adjusted for the effect of dilutive ordinary equivalent shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the year. Ordinary equivalent shares consist of ordinary shares issuable upon the conversion of the preferred shares, using the if-converted method, and shares issuable upon the exercise of share options using the treasury stock method. Ordinary equivalent shares are not included in the denominator of the diluted loss per share calculation when inclusion of such share would be anti-dilutive.

(v) Comprehensive loss or income

Comprehensive loss or income includes net loss or income as well as other changes in shareholders’ equity that result from transactions and economic events other than those with stockholders. Other comprehensive loss or income consists of net loss or income and foreign currency translation adjustments.

(w) Segment reporting

ASC 280, “Segment Reporting”, establishes standards for companies to report in their financial statements information about operating segments, products, services, geographic areas, and major customers. Based on the criteria established by ASC 280, the Group’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Group. As a whole and hence, the Group has only one reportable segment. The Group does not distinguish between markets or segments for internal reporting. As the Group’s long-lived assets are substantially located in Malaysia, no segment geographical information is presented.

(x) Commitments and contingencies

In the normal course of business, the Group is subject to commitments and contingencies, including lease commitments, legal proceedings and claims arising out of its business that relate to a wide range of matters, such as government investigations and tax matters. The Group recognizes liability for any such contingencies if it determines it is probable that a loss has occurred and a reasonable estimate of the loss can be made. The Group may consider many factors in making these assessments on liability for contingencies, including historical and the specific facts and circumstances of each matter.

F-53

KE SDN. BHD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JULY 31, 2022 AND 2023

(In U.S. dollars, except share and per share data)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

(y) Recent accounting pronouncements

The Group is an “emerging growth company” (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, EGC can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies.

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses”, which will require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Subsequently, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, to clarify that receivables arising from operating leases are within the scope of lease accounting standards. Further, the FASB issued ASU No. 2019-04, ASU 2019-05, ASU 2019-10, ASU 2019-11 and ASU 2020-02 to provide additional guidance on the credit losses standard. For company as an EGC, the amendments for ASU 2016-13 are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Adoption of the ASUs is on a modified retrospective basis. The Group adopted ASU 2016-13 and there was no material impact to the consolidated financial statements.

In October 2021, the FASB issued Accounting Standards Update No. 2021-08– Business Combinations (Topic 805) Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to the recognition of an acquired contract liability and to payment terms and their effect on subsequent revenue recognized by the acquirer. The amendments in ASU 2021-08 require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. The amendments in ASU 2021-08 will become effective for the Group as of the beginning of 2024 fiscal year. Early adoption is permitted, including adoption in any interim period. The Group does not expect that this guidance will have a material impact on its consolidated financial statements.

In March 2022, the FASB issued Accounting Standards Update No. 2022-02 – Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, to address certain concerns identified in the Post-Implementation Review process for ASU Topic 326. The amendments in ASU 2022-02 eliminate the accounting guidance for troubled debt restructurings by creditors in ASC Subtopic 310-40, Receivables – Troubled Debt Restructurings by Creditors, while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. In addition, for public business entities, the amendments in ASU 2022-02 require that an entity disclose current-period gross write-offs by year of origination for financing receivables and net investments in leases within the scope of ASC Subtopic 326-20, Financial Instruments – Credit Losses – Measured at Amortized Cost. The amendments in ASU 2022-02 will become effective for the Group as of the beginning of 2024 fiscal year. Early adoption is permitted. The Group does not expect that this guidance will have a material impact on its consolidated financial statements.

In December 2023, the FASB issued Accounting Standards Update 2023-09 – Income Taxes (Topic ASC 740) Income Taxes. The ASU improves the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. The amendments in ASU 2022-03 will become effective for the Group as of the beginning of 2026 fiscal year. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The Group does not expect that this guidance will have a material impact on its consolidated financial statements.

Except for the above-mentioned pronouncements, there are no new recent issued accounting standards that will have a material impact on the consolidated financial position, statements of operations and comprehensive (loss) income and cash flows.

F-54

KE SDN. BHD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JULY 31, 2022 AND 2023

(In U.S. dollars, except share and per share data)

3. LIQUIDITY AND GOING CONCERN

In accordance with Accounting Standards Update (“ASU”) 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40), the Group has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Group’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. The Group incurred net losses of US$86,556 and net cash used in negative operating activities of US$252 for the year ended July 31, 2022. The Group had accumulated deficit amounted to US$424,031 and US$412,345 as of July 31, 2022 and 2023, respectively. As of July 31, 2022 and 2023, the Group’s current liabilities exceeded its current assets by US$70,932 and US$166,234, respectively and the Group had shareholder deficits amounted US$255,132 and US$242,482, respectively. These conditions raised substantial doubts about the Group’s ability to continue as a going concern.

The Group has funded its operations from both operational sources of cash and equity and debt financing. The Group’s liquidity is based on its ability to generate cash from operating activities, obtain capital financing from equity interest investors and borrow funds on financial institutions. The Group’s ability to continue as a going concern is dependent on management’s ability to successfully execute its continuing operation, which includes generating revenue while controlling operating cost and expenses to generate positive operating cash flows and obtaining funds from outside sources of financing to generate positive financing cash flows. As of July 31, 2022 and 2023, the Group had cash and restricted cash of US$548,978 and US$548,073, respectively; and funding from the existing financial institutions credit lines available as of July 31, 2022 and 2023, totaled approximately US$245,105 and US$185,565 respectively. There can be no assurances, however, that the current operating plan will be achieved or that additional funding will be available on terms acceptable to the Group, or at all. If the Group is unable to obtain sufficient funding, it could be required to delay its development efforts and limit activities, which could adversely affect its business and the consolidated financial statements.

The accompanying consolidated financial statements have been prepared on the basis the Group will be able to continue as a going concern for a period of one year after the issuance of the consolidated financial statements. The consolidated financial statements do not include any adjustments related to the recoverability or classification of asset and the amounts or classification of liabilities that may result from the outcome of this uncertainty.

4. ACCOUNTS RECEIVABLE, NET

Accounts receivable, net consisted of the following:

	As of July 31,
	2022			2023
Accounts receivable	$	605,641		$	300,257
Less: Allowance for doubtful accounts		(108,347	)		(107,013	)
Accounts receivable, net	$	497,294		$	193,245

Provisions for doubtful accounts of accounts receivable of were US$113,444 and nil for the years ended July 31, 2022 and 2023, respectively.

Movement of allowance for doubtful accounts was as follows:

	For the years ended July 31,
	2022			2023
Balance at beginning of the year	$	-		$	108,347
Additions		113,444			-
Foreign exchange differences		(5,097	)		(1,335	)
Balance at end of the year	$	108,347		$	107,013

F-55

KE SDN. BHD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JULY 31, 2022 AND 2023

(In U.S. dollars, except share and per share data)

5. PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets, net consist of the following:

	As of July 31,
	2022		2023
Prepaid expenses	$	3,159	$	22,382
Deposits		13,140		12,979
Prepaid taxes		6,086		7,400
Prepaid expenses and other current assets	$	22,386	$	42,760

6. PROPERTY AND EQUIPMENT, NET

Property and equipment, net, consisted of the following:

	As of July 31,
	2022			2023
Computer Terminal & Peripherals	$	100,550		$	99,311
Furniture, Fittings, Office Equipment & Renovation		108,386			107,051
Sub-total		208,936			206,362
Less: accumulated depreciation		(208,782	)		(206,257	)
Property and equipment, net	$	155		$	105

Depreciation expenses were US$349 and currency translation difference were US$(11,409) for the year ended July 31, 2022.

Depreciation expenses were US$48 and currency translation difference were US$(2,573) for the year ended July 31, 2023.

7. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following:

	As of July 31,
	2022		2023
Non-trade creditors	$	11,344	$	9,737
Accrued expenses		18,620		17,754
Payroll payable		17,908		48,138
Other tax payable(1)		38,216		23,955
Interest payable		1,573		3,627
Accrued expenses and other current liabilities	$	87,662	$	103,211

(1) Other tax payable mainly include the sales and service tax (“SST”) payable.

F-56

KE SDN. BHD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JULY 31, 2022 AND 2023

(In U.S. dollars, except share and per share data)

8. BORROWINGS

Borrowings consisted of the following:

	As of July 31,
	2022		2023
Current
Short-term borrowings	$	180,129	$	129,157
Long-term borrowings		148,897		91,664
Total current borrowings		329,026		240,539
Non-Current
Long-term borrowings		229,744		117,563
Total non-current borrowings	$	229,744	$	117,563

Short-term borrowings represented the bank overdraft payable on demand and for working capital purposes.

On November 22, 2010, the Company entered into a credit facility agreement with Alliance Bank Malaysia Berhad, with certain key terms as follows:

(1) US$222,119 (RM1,000,000) was available for overdraft, with interest rate of Base Lending Rate (BLR) plus 1.85% per annum (p.a.) and payable on demand.

(2) US$444,237 (RM2,000,000) was available for trade facilities, comprising of: (i) Letter of credit with commission of 0.1% per month, (ii) Trust receipt with interest rate of BLR plus 1.85% p.a., (iii) Bankers acceptance with acceptance commission of 1.85% p.a. and discount rate to be quoted by the bank, (iv) Shipping guarantee with 0.1% flat, (v) Promissory notes with sub-limit of US$333,178 (RM1,500,000) and interest rate for local bills of BLR plus 2.0% p.a., (vi) Bankers guarantee with sub-limit of US$111,059 (RM500,000) and commission for tender/performance guarantee of 0.13%, 0.155% or 0.18% per month depending on the tenor.

(3) The credit facility was secured by: (i) Pledge of fixed deposits of US$222,119 (RM1,000,000) together with interest accrued thereon; (ii) Certificate of Guarantee from Credit Guarantee Corporation Malaysia Berhad (CGC) under Enhancer Scheme for US$222,119 (RM1,000,000); (iii) Corporate guarantee of KE Systems Sdn Bhd (former corporate shareholder of the Company then) for US$666,356 (RM3,000,000); (iv) Joint and several guarantee of Ho Say San, Choo Yeow and Lee Boon Kok.

On February 15, 2013, April 13, 2015, April 20, 2017 and January 22, 2021, the Company agreed to certain revision in the credit facility agreement with Alliance Bank Malaysia Berhad, and as of July 31, 2022 and 2023, the key terms regarding the credit facility were as follows:

(1) US$208,792 (RM940,000) was available for overdraft, with interest rate of BLR plus 1.85% p.a. and payable on demand.

(2) US$444,237 (RM2,000,000) was available for trade facilities, comprising of: (i) Letter of credit with commission of 0.1% per month, (ii) Trust receipt with interest rate of BLR plus 1.85% p.a., (iii) Bankers acceptance with acceptance commission of 1.85% p.a. and discount rate to be quoted by the bank, (iv) Shipping guarantee with 0.1% flat, (v) Promissory notes with sub-limit of US$333,178 (RM1,500,000) and interest rate for local bills of BLR plus 2.00% p.a., (vi) Bankers guarantee with sub-limit of US$111,059 (RM500,000) and commission for tender/performance guarantee of 0.13%, 0.155% or 0.18% per month depending on the tenor.

F-57

KE SDN. BHD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JULY 31, 2022 AND 2023

(In U.S. dollars, except share and per share data)

8. BORROWINGS – Continued

(3) The credit facility was secured by: (i) Creation of sinking fund of US$97,732 (RM440,000) to be built up by way of fixed deposits of 44 monthly placement of US$2,221 (RM10,000) together with interest accrued thereon commencing on April 1, 2023; (ii) Joint and several guarantee of Ho Say San and Choo Yeow.

For the years ended July 31, 2022 and 2023, the Group received net proceeds from bank overdraft of US$30,500 and made net repayment of bank overdraft of US$56,849, respectively.

Long-term borrowings represented term loans from commercial banks with term over 1 years and for working capital purpose. Details of the borrowings were summarized as follows:

Lender	Start date	Maturity date	Number of monthly installment	Monthly installment	Interest rate	Principal Amount (US$)	Guarantee
OCBC Bank (Malaysia) Berhad	November 30, 2017	October 30, 2021	48	US$1,533 (RM6,600)	8.00%	US$56,476 (RM240,000)	Joint and several guarantee of the following person: (i) HO SAY SAN (ii) CHOO YEOW
Standard Chartered Bank	February 28, 2018	January 29, 2021	36	US$7,872 (RM33,454)	12.5%	US$235,316 (RM1,000,000)	Personal guarantee from key person(s) based on shareholding and credit assessment.
AmBank (M) Berhad	December 5, 2018	November 5, 2023	60	US$5,169 (RM21,968), adjusted to US$5,044 (RM21,434) in July 2020	11.45%	US$235,316 (RM1,000,000)	Joint and several guarantee of the following person: (i) HO SAY SAN (ii) CHOO YEOW
OCBC Bank (Malaysia) Berhad	May 30, 2019	April 1, 2022	36	US$1,578  (RM6,705)	6.5%	US$47,534 (RM202,000)	Joint and several guarantee of the following person: (i) HO SAY SAN (ii) CHOO YEOW
Standard Chartered Bank	June 30, 2019	May 30, 2022	36	US$3,964 (RM16,847)	7.5%	US$117,658 (RM500,000)	Guaranteed by Syarikat Jaminan Pembiayaan Perniagaan (“SJPp”) under the Working Capital Guarantee Scheme (“WCGs”)
Oversea- Chinese Banking	February 15, 2020	January 15, 2023	36	US$1,201 (RM5,102)	6.50%	US$36,168 (RM153,700)	Joint and several guarantee of the following person: (i) HO SAY SAN (ii) CHOO YEOW
Corporation Standard Chartered Bank	February 28, 2020	January 31, 2023	36	US$3,964 (RM16,847)	7.50%	US$117,658 (RM500,000)	Personal guarantee from key person(s) based on shareholding and credil assessment
Alliance Bank Malaysia Berhad	March 1, 2021	February 28, 2026	60	US$2,825 (RM12,004)	3.50%	US$152,956 (RM650,000)	1. Joint and several guarantee of the following person : (i) HO SAY SAN (ii) CHOO YEOW (iii) TAN LAI WAN, who sold off her shares of the Company and was no longer a guarantor as a shareholder since then.
Alliance Bank	July 1, 2022	June 1, 2025	36	US$3,659 (RM15,550)	7.17%	US$117,658 (RM500,000)	2. Confirmation of guarantee from Credit Guarantee Corporation Malaysia Berhad for RM520,000 Joint and several guarantee of the following person: (i) HO SAY SAN (ii) CHOO YEOW

F-58

KE SDN. BHD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JULY 31, 2022 AND 2023

(In U.S. dollars, except share and per share data)

8. BORROWINGS – Continued

	As of July 31,
	2022			2023
Weighted-average remaining lease term (years)		1.11			0.59
Weighted-average discount rate		7.37	%		6.86	%

Interest expense was US$69,456 and US$51,091 for the years ended July 31, 2022 and 2023, respectively.

9. LEASING

The Group has entered into a non-cancellable operating lease agreement for its offices. The Group determines if an arrangement is a lease, or contains a lease, at inception and record the leases in the consolidated financial statements upon lease commencement, which is the date when the lessor makes the underlying asset available for use by the lessee.

Balances for the operating leases are presented as follows within the consolidated balance sheets:

	As of July 31,
	2022		2023
Right-of-use asset	$	87,955	$	41,210
Lease liability - current		47,240		42,042
Lease liability - non-current		42,566		-
Total lease liability	$	89,806	$	42,042

For the years ended July 31, 2022 and 2023, lease expense were US$46,568 and US$51,487, respectively and were recognized as general and administrative expenses.

Weighted-average remaining lease term and discount rate are as follows:

	As of July 31,
	2022			2023
Weighted-average remaining lease term (years)		1.83			0.83
Weighted-average discount rate		8.56	%		8.56	%

As of July 31, 2023, the maturities of the Group’s lease liabilities are as follows:

2024	$	43,710
Total minimum lease payment		43,710
Less: interest		(1,668	)
Present value of lease obligation	$	42,042

10. ORDINARY SHARES

The Group’s authorized share capital is US$191,482 (RM500,000) divided into 500,000 ordinary shares with par value of US$0.38 (RM1) each. As of July 31, 2022 and 2023, the Group had 500,000 shares issued and outstanding.

F-59

KE SDN. BHD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JULY 31, 2022 AND 2023

(In U.S. dollars, except share and per share data)

11. TAXATION

The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. The Company and its subsidiary that operate in Malaysia and Singapore that are subject to taxes in the jurisdictions in which they operate, are as follows:

Malaysia

The Company is incorporated in Malaysia and governed by the income taxes laws of Malaysia. The income taxes provision in respect of operations in Malaysia is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices in respect thereof. Under the Income Tax Act of Malaysia, enterprises that incorporated in Malaysia are usually subject to a unified 24% enterprise income taxes rate while preferential tax rates, tax holidays and even tax exemption may be granted on case-by-case basis. The tax rate for small and medium sized companies (generally companies incorporated in Malaysia with paid-in capital of RM2,500,000 or less and gross income from business operations of RM50,000,000 is 17% for the first RM600,000 (or approximately $150,000) for the years ended July 31, 2022 and 2023, with the remaining balance being taxed at the 24% rate. For the years ended July 31, 2022 and 2023, the tax rate applicable for the Company is 17%.

Singapore

The Company’s subsidiary, KEDAS is incorporated in Singapore and considered Singapore tax resident enterprise under Singapore tax laws and subject to enterprise income tax on its taxable income as determined under Singapore tax laws at a statutory tax rate of 17%.

The components of loss/income before income taxes were comprised of the following:

	For the years ended July 31,
	2022			2023
Tax jurisdictions from:
-Malaysia	$	(58,096	)	$	41,729
-Singapore		(28,460	)		(30,043	)
(Loss)/Income before income taxes	$	(86,556	)	$	11,686

The provision for income taxes consisted of the following:

	For the years ended July 31,
	2022		2023
Current:
-Malaysia	$	-	$	-
-Singapore		-		-
Deferred:
-Malaysia		-		-
-Singapore		-		-
Income tax expense	$	-	$	-

F-60

KE SDN. BHD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JULY 31, 2022 AND 2023

(In U.S. dollars, except share and per share data)

11. TAXATION – Continued

A reconciliation between the Group’s actual benefit of (provision for) income taxes at the Malaysian statutory rate is as follows:

	For the years ended July 31,
	2022			2023
(Loss)/Income before income tax expense	$	(86,556	)	$	11,686
Income tax (benefit)/expense at the statutory rate of 17%		(14,716	)		1,986
Tax effect of non-deductible expense		22,165			98
Tax effect of other temporary differences		4,805			3,762
Unrecognized deferred tax assets		4,838			5,107
Utilize prior year tax losses which not recorded deferred tax assets		(17,092	)		(10,953	)
Income taxes expense	$	-		$	-

As of July 31, 2022 and 2023, the Company has unabsorbed tax losses of approximately US$849,891 (RM3,781,591) and US$770,701 (RM3,472,008), respectively, which are available for set-off against future business profit. Future tax benefits arising from tax losses and deferred tax debit balances have not been recognised since there is no reasonable certainty of their recovery in future periods. This is subject to finalisation by the Inland Revenue Board. Any unabsorbed business losses and unutilised capital allowances for the year of assessment 2019 onwards shall be deductible for a maximum period of ten consecutive years of assessment immediately following that year of assessment, Any amount which is not deducted at the end of the period of seven years of assessment shall be disregarded.

As of July 31, 2022 and 2023, the Group’s subsidiary in Singapore has an unabsorbed tax loss amounting to approximately US$599,087 (SGD827,459) and US$653,687 (SGD868,293), respectively, that are available for offset against future taxable profits subject to agreement by the Singapore Comptroller of Income Tax and compliance with certain provisions of Singapore Income Tax Act, Chapter 134.

Deferred tax assets

Deferred tax assets have not been recognized in respect of the following items:

	For the years ended July 31,
	2022			2023
Deferred tax assets:
Net operating loss carry-forwards	$	246,326		$	242,146
Total deferred tax assets		246,326			242,146
Less: Valuation allowance		(246,326	)		(242,146	)
Total deferred tax assets, net	$	-		$	-

Changes in valuation allowance are as follows:

	For the years ended July 31,
	2022			2023
Balance at the beginning of the year	$	268,622		$	246,326
Additions		4,838			5,107
Utilization		(17,092	)		(11,690	)
Foreign exchange effect		(10,042	)		2,403
Balance at the end of the year	$	246,326		$	242,146

F-61

KE SDN. BHD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JULY 31, 2022 AND 2023

(In U.S. dollars, except share and per share data)

11. TAXATION – Continued

As of July 31, 2022 and 2023, the Group did not recognize any net deferred tax assets, as the Group has provided a valuation allowance of US$246,326 and US$242,146, respectively, for which it has concluded that it is more likely than not that these net operating losses would not be utilized in the future. The use of these tax losses is subject to authorities the agreement of the tax authorities and compliance with certain provisions of the tax legislations of the respective countries in which the group companies operate.

Uncertain Tax Position

As of July 31, 2022 and 2023, the Group did not have any unrecognized uncertain tax positions and the Group does not believe that its unrecognized tax benefits will change over the next twelve months. For the years ended July 31, 2022 and 2023, the Company did not incur any interest and penalties related to potential underpaid income tax expenses.

12. RELATED PARTY TRANSACTIONS

Nature of relationship with related parties

The following is a list of related parties, with which the Group has transactions:

No.	Name of related parties	Relationship
1	HO SAY SAN	Shareholder and director of the Group
2	CHOO YEOW	Shareholder and director of the Group

Transactions with related parties

Significant transactions with related parties were as follows:

		For the years ended July 31,
Related party	Nature	2022		2023
HO SAY SAN	Borrowing from a related party	$	305,911	$	33,318
	Repayment of the borrowing from a related party		176,487		177,695

Balances with related parties

Amounts due to related parties were as follow:

		As of July 31,
Related party	Nature	2022		2023
HO SAY SAN	Expenses for daily operations	$	179,795	$	33,296
Total amount due to a related party		$	179,795	$	33,296

Guarantee provided by related parties

HO SAY SAN and CHOO YEOW provided guarantee for the Group’s bank borrowings (Refer to Note 8 for details).

F-62

KE SDN. BHD.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JULY 31, 2022 AND 2023

(In U.S. dollars, except share and per share data)

13. NET (LOSS)/EARNING PER SHARE

The following table sets forth the basic and diluted net (loss)/earning per share computation and provides a reconciliation of the numerator and denominator for the years presented:

	As of July 31,
	2022			2023
Numerator:
Net (loss)/income	$	(86,556	)	$	11,686
Denominator:
Weighted average number of ordinary shares		500,000			500,000
Net (loss)/earning per share
-Basic and diluted	$	(0.17	)	$	0.02

14. CONCENTRATION OF CREDIT RISK

Financial instruments that potentially expose the Group to concentrations of credit risk consist primarily of accounts receivable. The Group conducts credit evaluations of its customers, and generally does not require collateral or other security from them. The Group evaluates its collection experience and long outstanding balances to determine the need for an allowance for doubtful accounts. The Group conducts periodic reviews of the financial condition and payment practices of its customers to minimize collection risk on accounts receivable.

The following table sets forth a summary of single customers who represent 10% or more of the Group’s total revenue.

	For the years ended July 31,
	2022			2023
Percentage of the Group’s total revenue
Customer A		15.14	%		16.10	%
Customer B		*			10.14	%

The following table sets forth a summary of single customers who represent 10% or more of the Group’s total accounts receivable:

	As of July 31,
	2022			2023
Percentage of the Group’s accounts receivable
Customer C		25.55	%		36.57	%
Customer D		13.26	%		16.68	%
Customer E		13.20	%		*
Customer F		*			10.90	%

F-63

14. CONCENTRATION OF CREDIT RISK – Continued

The following table sets forth a summary of single suppliers who represent 10% or more of the Group’s total purchases:

	For the years ended July 30,
	2022			2023
Percentage of the Group’s purchase
Supplier A		46.54	%		52.50	%
Supplier B		31.03	%		23.72	%
Supplier C		10.88	%		*

The following table sets forth a summary of single suppliers who represent 10% or more of the Group’s total accounts payable:

	As of July 31,
	2022			2023
Percentage of the Group’s accounts payable to
Supplier A		37.42	%		43.66	%
Supplier D		34.74	%		53.47	%
Supplier E		12.16	%		*
*represents percentage less than 10%

15. COMMITMENTS AND CONTINGENCIES

Lease commitment

The Group leases low-value equipment under various non-cancellable operating lease agreements. As of July 31, 2023, the minimum future commitments under these agreements are as follows:

Year ending July 31,	Lease commitment
2024	$	719
2025		719
2026		719
2027		426
2028		71
Total	$	2,645

Capital commitment, Contingencies

The Group did not have any significant capital commitments, long-term obligations, pending litigation or guarantees as of July 31, 2023.

16. SUBSEQUENT EVENTS

The Group evaluated subsequent events through the date that the consolidated financial statements are available to be issued, and concluded that no subsequent events have occurred that would require recognition or disclosure in the consolidated financial statements other than as discussed below.

On August 11, 2023, the Company agreed to the revision in the credit facility agreement with Alliance Bank Malaysia Berhad, as follows:

(1) US$208,657 (RM940,000) was available for overdraft, with interest rate of BLR plus 1.75% p.a., subject to a minimum rate of 4.00% p.a. at all times.

(2) US$443,9517 (RM2,000,000) was available for trade facilities, comprising of: (i) Trust receipt, (ii) Promissory notes, with interest rate of BLR plus 1.75% p.a.

***

F-64

KE SDN. BHD.

CONSOLIDATED BALANCE SHEETS

(In U.S. dollars, except for share and per share data, or otherwise noted)

	As of July 31,			As of April 30,
	2023			2024
				(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	3,353		$	6,576
Restricted cash		544,720			514,436
Accounts receivable, net		193,245			188,185
Contract assets		4,351			-
Deferred costs		265,952			396,831
Prepaid expenses and other current assets		42,760			19,628
Total current assets		1,054,381			1,125,656
Non-current assets:
Property and equipment, net		105			1,291
Right-of-use asset		41,210			4,020
Total non-current assets		41,315			5,311
TOTAL ASSETS	$	1,095,696		$	1,130,967
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	99,251		$	243,733
Notes payable		289,082			216,866
Contract liabilities		432,912			522,382
Accrued expenses and other current liabilities		103,211			69,181
Amount due to related parties		33,296			355,450
Short-term borrowings		129,157			138,973
Long-term borrowings		91,664			71,559
Lease liability		42,042			4,099
Total current liabilities		1,220,615			1,622,243
Non-current liability:
Long-term borrowings		117,563			31,229
Total non-current liability		117,563			31,229
TOTAL LIABILITIES		1,338,178			1,653,472
Commitments and contingencies		-			-
Shareholders’ deficit
Ordinary shares (par value of US$0.3830 (RM1) per share; 500,000 shares authorized; 500,000 shares issued and outstanding as of July 31, 2023 and April 30, 2024)		191,482			191,482
Accumulated deficit		(412,345	)		(708,350	)
Accumulated other comprehensive loss		(21,619	)		(5,637	)
Total shareholders’ deficit		(242,482	)		(522,505	)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	1,095,696		$	1,130,967

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-65

KE SDN. BHD.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME (UNAUDITED)

(In U.S. dollars, except for share and per share data, or otherwise noted)

	For the Three Months Ended April 30,						For the Nine Months Ended April 30,
	2023			2024			2023			2024
Revenues	$	368,593		$	454,563		$	1,700,107		$	1,542,458
Cost of revenues		355,488			329,733			1,323,645			1,103,220
Gross profit		13,105			124,830			376,462			439,238
Operating expenses:
Selling and marketing expenses		3,275			3,521			9,192			10,885
General and administrative expenses		96,154			461,596			312,015			678,443
Total operating expenses		99,429			465,117			321,207			689,328
(Loss) income from operations		(86,324	)		(340,287	)		55,255			(250,090	)
Interest expense		10,502			8,059			41,126			39,225
Other (income) expense, net		(7	)		5,831			(1,169	)		6,690
Total other expenses, net		10,495			13,890			39,957			45,915
(Loss) income before income taxes		(96,819	)		(354,177	)		15,298			(296,005	)
Income tax expense		-			-			-			-
Net (loss) income	$	(96,819	)	$	(354,177	)		15,298			(296,005	)
Other comprehensive (loss) income:
Foreign currency translation adjustment, net of tax		3,461			7,457			(861	)		15,982
Comprehensive (loss) income	$	(93,358	)	$	(346,720	)		14,437			(280,023	)
(Loss) earnings per share
Basic and diluted		(0.19	)		(0.71	)		0.03			(0.59	)
Weighted average number of ordinary shares
Basic and diluted		500,000			500,000			500,000			500,000

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-66

KE SDN. BHD.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

(In U.S. dollars, except for share and per share data, or otherwise noted)

	Ordinary shares				Accumulated deficit			Accumulated other comprehensive loss			Total shareholders’ deficit
	Shares		Amount
Balance as of July 31, 2022		500,000	$	191,482	$	(424,031	)	$	(22,583	)	$	(255,132	)
Net income		-		-		15,298			-			15,298
Foreign currency translation adjustment		-		-		-			(861	)		(861	)
Balance as of April 30, 2023 (Unaudited)		500,000	$	191,482	$	(408,733	)	$	(23,444	)	$	(240,695	)

	Ordinary shares				Accumulated deficit			Accumulated other comprehensive loss			Total shareholders’ deficit
	Shares		Amount
Balance as of July 31, 2023		500,000	$	191,482	$	(412,345	)	$	(21,619	)	$	(242,482	)
Net loss		-		-		(296,005	)		-			(296,005	)
Foreign currency translation adjustment		-		-		-			15,982			15,982
Balance as of April 30, 2024 (Unaudited)		500,000	$	191,482	$	(708,350	)	$	(5,637	)	$	(522,505	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-67

KE SDN. BHD.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In U.S. dollars, except for share and per share data, or otherwise noted)

	For the Nine Months Ended April 30,
	2023			2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	15,298		$	(296,005	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation of property and equipment		36			109
Amortization of right-of-use asset		34,076			35,415
Interest expense		37,978			32,007
Professional fees paid by a shareholder		-			355,450
Changes in operating assets and liabilities
Accounts receivable, net		268,246			(5,529	)
Contract assets		5,092			4,170
Deferred costs		(45,900	)		(147,818	)
Prepaid expenses and other current assets		1,563			21,066
Lease liability		(34,829	)		(36,132	)
Accounts payable		32,566			150,920
Contract liabilities		34,681			115,215
Accrued expenses and other current liabilities		(13,456	)		(28,522	)
Net cash provided by operating activities		335,351			200,346
CASH FLOWS FROM INVESTING ACTIVITY:
Purchase of property and equipment		-			(1,299	)
Net cash used in investing activity		-			(1,299	)
CASH FLOWS FROM FINANCING ACTIVITIES:
(Repayment of)/Proceeds from bank overdraft		(32,646	)		10,994
Proceeds from/(Repayment of) notes payable		17,770			(56,974	)
Repayment of long-term borrowings		(159,630	)		(122,911	)
Proceeds of loans provided by a related party		-			111,685
Repayment of loans provided by a related party		(165,263	)		(143,596	)
Net cash used in financing activities		(339,769	)		(200,802	)
Effect of exchange rate changes		(1,191	)		(25,306	)
Net decrease in cash and cash equivalents and restricted cash		(5,609	)		(27,061	)
Cash and cash equivalents and restricted cash, at beginning of period		548,978			548,073
Cash and cash equivalents and restricted cash, at end of period	$	543,369		$	521,012
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO THE CONSOLIDATED BALANCE SHEETS
Cash and cash equivalents	$	2,652		$	6,576
Restricted cash		540,717			514,436
Total cash, cash equivalents and restricted cash	$	543,369		$	521,012
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid	$	19,905		$	8,834
SUPPLEMENTAL DISCLOSURE OF NON-CASH ITEM
Payment of professional fees by a related party		-			355,450

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-68

1. ORGANIZATION AND PRINCIPAL ACTIVITIES

KE SDN. BHD. (“KE”, or the “Company”) is a private limited company incorporated and domiciled in Malaysia. The Company is principally engaged in software implementation and training.

Keda Pte. Ltd. (“KEDAS”), which is 100% owned by the Company, was incorporated in Singapore. KEDAS is principally engaged in software services.

KE and KEDAS are collectively referred to as the “Group”, is a leading Human Capital Management (“HCM”) technology consulting company and committed to customers to streamline their business operations, increase employee productivity and improve employee engagement. The Group distributes third-party software, only, which is referred to, for convenience, as, “the Group’s,” or with words to like effect.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of presentation

The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Unaudited nine months results are not necessarily indicative of the results for the full fiscal year. The accompanying unaudited condensed financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes for the year ended July 31, 2023.

(b) Principles of consolidation

The consolidated financial statements include the financial statements of the Company and its subsidiaries, which include the Malaysia-registered entity and Singapore registered entity directly or indirectly owned by the Company. All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation. The results of subsidiaries acquired or disposed of are recorded in the consolidated income statements from the effective date of acquisition or up to the effective date of disposal, as appropriate.

A subsidiary is an entity in which (i) the Company directly or indirectly controls more than 50% of the voting power; or (ii) the Company has the power to appoint or remove the majority of the members of the board of directors or to cast a majority of votes at the meetings of the board of directors or to govern the financial and operating policies of the investee pursuant to a statute or under an agreement among the shareholders or equity holders.

(c) Use of estimates

The preparation of the consolidated financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent assets and liabilities on the date of the consolidated financial statements, and the reported revenues and expenses during the reported periods. Actual results could differ from those estimates. On an ongoing basis, management reviews these estimates and assumptions using the currently available information. Changes in facts and circumstances may result in revised estimates. Management bases its estimates on past experience and on various other assumptions that are believed to be reasonable and the results of these estimates form the basis for making judgments about the carrying values of assets and liabilities. Significant accounting estimates include, but not limited to, the allowance for doubtful accounts for accounts receivable, the useful lives and impairment of property and equipment and the valuation allowance for deferred tax assets.

F-69

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

(d) Foreign currency translation and transaction

The Group uses U.S. dollars (“US$”) as its reporting currency. The functional currency of the Company is Ringgit Malaysia (“RM”), while the functional currency of KEDAS is Singapore Dollar (“SGD”) as determined based on the criteria of ASC 830, “Foreign Currency Matters”.

The consolidated statements of operations and comprehensive (loss) income and the consolidated statements of cash flows denominated in foreign currency are translated at the average rate of exchange during the reporting period. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable rates of exchange in effect at that date. The equity denominated in the functional currency is translated at the historical rate of exchange at the time of capital contribution. Because cash flows are translated based on the average translation rate, amounts related to assets and liabilities reported on the consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets. Translation adjustments arising from the use of different exchange rates from period to period are included as a separate component of accumulated other comprehensive loss included in consolidated statements of changes in shareholders’ deficit. Gains and losses from foreign currency transactions are included in the consolidated statements of operations and comprehensive (loss) income.

The following table outlines the currency exchange rates that were used in creating the consolidated financial statements:

	As of July 31,		As of April 30,
	2023		2024
Balance sheet items, except for equity accounts
US$ against RM		4.505		4.7702
US$ against SGD		1.3283		1.3636

	For the nine months ended April 30,
	2023		2024
Items in the statements of operations and comprehensive (loss) income, and statements of cash flows
US$ against RM		4.4777		4.7007
US$ against SGD		1.3656		1.3491

(e) Cash and cash equivalents

Cash and cash equivalents consist of cash on hand, the Group’s demand deposit placed with financial institutions, which have original maturities of less than three months and unrestricted as to withdrawal and use.

(f) Restricted cash

Restricted cash represents fixed deposits pledged to the licensed bank for overdraft and bank guarantee facilities granted to the Group.

F-70

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

(g) Accounts receivable, net

Accounts receivables are recorded at the original amounts less allowances for any doubtful receivables. Provision for doubtful accounts is recognized when there is objective evidence indicating that the balances may not be collectible. The Group reviews the accounts receivable on a periodic basis and makes general and specific allowances. The Group considers many factors in assessing the collectability such as the age of the amounts due, and consideration of historical loss experience. The Group established standards and policies for reviewing major account exposures and concentrations of risk. Account balances are written off against the allowance when the potential for recovery is considered remote.

The Group makes estimates of expected credit losses for the allowance for credit losses based on assessment of various factors, including historical experience, the age of the accounts receivable balances, credit quality of certain accounts receivables, current economic conditions, reasonable and supportable forecasts of future economic conditions and other factors that may affect its ability to collect from the counterparties. Uncollectible accounts receivables are written off when a settlement is reached for an amount that is less than the outstanding historical balance or when the Group has determined that is not probable for the balance to be collected.

(h) Property and equipment, net

Property and equipment are stated at cost less accumulated depreciation and impairment, if any, and depreciated on a straight-line basis over the estimated useful lives of the assets. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its intended use. Estimated depreciation rates are as follows:

Category	Rate
Computer, terminals & peripherals	20%-40%
Furniture, fittings, office equipment & renovation	10%-20%

Repair and maintenance costs are charged to expenses as incurred, whereas the cost of renewals and betterment that extends the useful lives of property and equipment are capitalized as additions to the related assets. Retirements, sales and disposals of assets are recorded by removing the costs, accumulated depreciation and impairment with any resulting gain or loss recognized in the consolidated statements of operations and comprehensive (loss) income.

(i) Impairment of long-lived assets

The Group reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. When these events occur, the Group measures 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 disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Group would recognize an impairment loss, which is the excess of carrying amount over the fair value of the assets, using the expected future discounted cash flows. For the nine months ended April 30, 2023 and 2024, there was no impairment of long-lived assets.

F-71

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

(j) Leases

The Group adopted ASU No. 2016-02 “Leases” (“ASC 842”) using the modified retrospective approach on August 1, 2021. The Group elected the transition package of practical expedients permitted within the standard, which allowed it not to reassess initial direct costs, lease classification, or whether the contracts contain or are leases for any leases that existed prior to August 1, 2022. The Group also elected the short-term lease exemption for all contracts with an original lease term of 12 months or less.

Under ASC 842, the Group determines whether an arrangement constitutes a lease and records lease liabilities and ROU assets on its consolidated balance sheets at the lease commencement date. The Group measures the operating lease liabilities at the commencement date based on the present value of remaining lease payments over the lease term, which is computed using the Group’s incremental borrowing rate, an estimated rate the Group would be required to pay for a collateralized borrowing equal to the total lease payments over the lease term. The Group measures the operating lease right-of-use assets based on the corresponding lease liability adjusted for payments made to the lessor at or before the commencement date, and initial direct costs it incurs under the lease. The Group begins recognizing operating lease expense based on lease payments on a straight-line basis over the lease term after the lessor makes the underlying asset available to the Group. Some of the Group’s lease contracts include options to extend the leases for an additional period which has to be agreed with the lessors based on mutual negotiation. After considering the factors that create an economic incentive, the Group does not include renewal option periods in the lease term for which it is not reasonably certain to exercise.

(k) Fair value measurement

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of the fair value hierarchy are described below:

● Level 1— Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

● Level 2— Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

● Level 3— Inputs to the valuation methodology are unobservable and significant to the fair value.

Financial instruments of the Group primarily consist of cash, restricted cash, accounts receivable, contract assets, contract costs, prepaid expenses and other current assets, short-term borrowings, accounts payable, notes payable, contract liability, amount due to a related party, accrued expenses and other payables. The carrying amounts of these financial instruments approximate fair value due to the short-term maturity of those instruments. The valuation is based on settlements of similar financial instruments, all of which are short-term in nature and are generally settled at or near cost.

The Group’s non-financial assets, such as property and equipment, would be measured at fair value only if they were determined to be impaired.

F-72

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

(l) Revenue recognition

The Group’s revenue is generated from (i) maintenance services, (ii) implementation services, (iii) SaaS subscription fees, (iv) licensing fees and (v) other supporting services. The Group generally recognizes revenue from the sale of services as the services are performed, which is typically ratably over the term of the contract(s), which the Group believes to be the best measure of progress. The Group recognizes revenues as it satisfies performance obligation regarding services to its customers in an amount reflecting the total consideration it expects to receive from the customer.

The Group adopted ASC Topic 606, “Revenue from Contracts with Customers (“ASC 606”)” for recognition. The core principle of the guidance requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply these five steps:

Step 1: Identify the contract with the customer

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to the performance obligations in the contract

Step 5: Recognize revenue when the company satisfies a performance obligation

(i) Maintenance services

Revenue for maintenance services is recognized over time using an output based method. The right to invoice practical expedient is generally applied to revenue related to per occurrence contracts as well as enhancement services. When the practical expedient is not applied, revenue is recognized using a cost-to-cost input method. Fees for maintenance services are typically billed as the services are performed.

(ii) Implementation services

Implementation services involve setting the customer up in, and loading data into, the Group’s software, which are considered set-up activities. Fees for implementation services are typically billed up front and as the services are performed. Revenue for implementation services is recognized over time, which is over the term of the contract.

(iii) SaaS subscription services

SaaS subscription services are generally recognized as revenues over time, which are over the term of the contract as a series of distinct SaaS services bundled into a single performance obligation. Customers are typically charged a one-time, up-front access fee for the use of its software solution.

(iv) Licensing fee

Software licenses comprise the majority of distinct performance obligations that are satisfied at a point in time. Revenue for licensing fee is recognized at the point in which the software licenses are made available to a customer. Consideration for licenses is typically billed in advance on a basis over the license term.

(v) Other revenues

Other revenues are mainly derived from training services, sales of hardware and other support activities associated with its software. Revenue is generally recognized over time, which is over the service period as the underlying services are performed.

F-73

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

(l) Revenue recognition - continued

The following table disaggregates the Group’s revenue for the three and nine months ended April 30, 2023 and 2024:

	For the three months ended April 30,					For the nine months ended April 30,
	2023		2024			2023		2024
Net revenues:
Maintenance services	$	176,817	$	189,200		$	627,873		553,442
Implementation services		113,218		162,414			625,724		517,485
SaaS subscription fees		55,288		71,603			267,630		314,598
Licensing		943		(487	)		148,149		94,723
Other		22,327		31,833			30,731		62,210
Total	$	368,593	$	454,563		$	1,700,107	$	1,542,458

The following table presents revenue classified by timing of revenue recognition for the three and nine months ended April 30, 2023 and 2024:

	For the three months ended April 30,					For the nine months ended April 30,
	2023		2024			2023		2024
Point in time	$	943	$	(487	)	$	148,149	$	94,723
Over time		367,650		455,050			1,551,958		1,447,735
Total	$	368,593	$	454,563		$	1,700,107	$	1,542,458

(m) Contract balances

The Group classifies its right to consideration in exchange for goods or services transferred to a customer as either a receivable or a contract asset. A receivable is a right to consideration that is unconditional as compared to a contract asset which is a right to consideration that is conditional upon factors other than the passage of time. The Group recognizes accounts receivable in its consolidated balance sheets when it performs a service in advance of receiving consideration and has the unconditional right to receive consideration. A contract asset is recorded when the Group has transferred services to the customer before payment is received or is due, and the Group’s right to consideration is conditional on future performance or other factors in the contract. As of July 31, 2023 and April 30, 2024, the Group had contract assets of US$4,351 and nil, respectively.

Contract liabilities are recognized if the Group receives consideration prior to satisfying the performance obligations, which include customer advances. Contract liabilities of US$432,912 and US$522,382 as of July 31, 2023 and April 30, 2024 were recognized or expected to be recognized as revenues in the following twelve months.

(n) Cost of revenues

Cost of revenues are comprised primarily of salaries and other personnel-related costs, including employee benefits and bonuses, for employees providing services to the Group’s customers. This includes the costs of the Group’s personnel performing maintenance, implementation, SaaS subscription, license, customer training and other customer support activities. Cost of revenues also includes the direct costs of bill-pay and other third-party intellectual property included in the Group’s software, the amortization of services costs, an allocation of general overhead costs and referral fees. Direct costs of third-party intellectual property include amounts paid for third-party licenses and related maintenance that are incorporated into the Group’s software.

F-74

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

(o) Deferred costs

The Group capitalizes certain system support costs that are identifiable and directly related to the provision of its services to customers. The Group analyzes such costs that may be capitalized to assess their recoverability and only capitalizes costs that it anticipates being recoverable through the terms of the associated contract. The Group begins amortizing the deferred costs to cost of revenues once the revenue recognition criteria have been met, and the Group amortizes those deferred costs ratably over the expected period of customer benefit. The Group has determined this period to be the estimated life of the technology for new contracts. The Group determines the period of benefit by considering factors such as historically high renewal rates with similar customers and contracts, initial contract length, an expectation that there will still be a demand for the product at the end of its term, and the significant costs to switch to a competitor’s product, all of which are governed by the estimated useful life of the technology. The Group monitors deferred costs for impairment and records impairment when customers terminate or allow services to lapse due to contract modifications and/or from other assessments as needed. Any impairment losses identified are recognized in the form of an expense acceleration with the applicable amount recorded to deferred costs on the consolidated balance sheet and in cost of revenues in the consolidated statements of operations and comprehensive (loss) income. The deferred costs are expected to be amortized during the succeeding twelve-month period, and recorded in current assets on the consolidated balance sheets. As of July 31, 2023 and April 30, 2024, the Group recorded deferred costs of US$265,952 and US$396,831 on its consolidated balance sheets.

(p) Selling and marketing expenses

Selling and marketing expenses mainly consist of (i) salaries and other personnel-related costs, (ii) marketing and advertising expenses, and (iii) depreciation and rental expenses related to marketing functions.

(q) General and administrative expenses

General and administrative expenses mainly consist of (i) salaries and other personnel-related costs, (ii) professional service fees, (iii) rental and depreciation related to general and administrative personnel.

(r) Employee benefits

(i) Short-term employment benefits

Short-term employment benefits, such as wages, salaries and other benefits, are recognized at the undiscounted amount as a liability and an expense when the employees have rendered services to the Group. The expected cost of accumulating compensated absences are recognized when the employees render services that increase their entitlement to future compensated absences. The expected cost of non-accumulating compensated absences, such as sick and medical leaves, are recognized when the absences occur. The expected cost of accumulating compensated absences are measured at the undiscounted additional amount expected to be paid as a result of the unused entitlement that has accumulated at the end of the reporting period. The expected cost of profit-sharing and bonus payments are recognized when the Group has a present legal or constructive obligation to make such payments as a result of past events and a reliable estimate of the obligation can be made. A present obligation exists when the Group has no realistic alternative but to make the payments.

(ii) Defined contribution plan

Contributions payable to the defined contribution plan are recognized as a liability and an expense when the employees have rendered services to the Group.

F-75

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

(s) Income taxes

The Group accounts for income taxes under ASC 740, “Income Taxes”. The charge for taxation is based on the results for the fiscal year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Provision for income taxes consists of taxes currently due plus deferred taxes. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

The provisions of ASC 740-10-25, “Accounting for Uncertainty in Income Taxes,” prescribe a more-likely-than-not threshold for consolidated financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. This interpretation also provides guidance on the recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and related disclosures.

The Group did not accrue any liability, interest or penalties related to uncertain tax positions in its provision for income taxes line of its consolidated statements of operations and comprehensive (loss) income for the nine months ended April, 2023 and 2024. The Group does not expect that its assessment regarding unrecognized tax positions will materially change over the next 12 months. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred.

(t) Related party transactions

The Group accounts for related party transactions in accordance with ASC 850, “Related Party Disclosures”.

Parties, which can be an entity or individual, are considered to be related if they have the ability, directly or indirectly, to control the Group or exercise significant influence over the Group in making financial and operational decisions. Entities are also considered to be related if they are subject to common control or common significant influence.

Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.

(u) Comprehensive loss or income

Comprehensive loss or income includes net loss or income as well as other changes in shareholders’ equity that result from transactions and economic events other than those with shareholders. Other comprehensive loss or income consists of foreign currency translation adjustments.

F-76

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

(v) Loss or earnings per share

Basic loss or earning per share is computed by dividing net loss or income attributable to ordinary shareholders, taking into consideration the deemed dividends to preferred shareholders (if any), by the weighted average number of ordinary shares outstanding during the year using the two-class method. Under the two-class method, net loss or income is allocated between ordinary shares and other participating securities based on their participating rights. Shares issuable for little to no consideration upon the satisfaction of certain conditions are considered as outstanding shares and included in the computation of basic loss per share as of the date that all necessary conditions have been satisfied. Net loss or income are not allocated to other participating securities if based on their contractual terms they are not obligated to share the losses.

Diluted loss or earning per share is calculated by dividing net loss or income attributable to ordinary shareholders, as adjusted for the effect of dilutive ordinary equivalent shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the year. Ordinary equivalent shares consist of ordinary shares issuable upon the conversion of the preferred shares, using the if-converted method, and shares issuable upon the exercise of share options using the treasury stock method. Ordinary equivalent shares are not included in the denominator of the diluted loss per share calculation when inclusion of such share would be anti-dilutive.

(w) Segment reporting

ASC 280, “Segment Reporting,” establishes standards for companies to report in their financial statements information about operating segments, products, services, geographic areas, and major customers. Based on the criteria established by ASC 280, the Group’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Group. As a whole and hence, the Group has only one reportable segment. The Group does not distinguish between markets or segments for internal reporting. As the Group’s long-lived assets are substantially located in Malaysia, no segment geographical information is presented.

(x) Commitments and contingencies

In the normal course of business, the Group is subject to commitments and contingencies, including lease commitments, legal proceedings and claims arising out of its business that relate to a wide range of matters, such as government investigations and tax matters. The Group recognizes liability for any such contingencies if it determines it is probable that a loss has occurred and a reasonable estimate of the loss can be made. The Group may consider many factors in making these assessments on liability for contingencies, including historical and the specific facts and circumstances of each matter.

(y) Recent accounting pronouncements

The Group is an “emerging growth company” (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, EGC can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies.

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses”, which will require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Subsequently, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, to clarify that receivables arising from operating leases are within the scope of lease accounting standards. Further, the FASB issued ASU No. 2019-04, ASU 2019-05, ASU 2019-10, ASU 2019-11 and ASU 2020-02 to provide additional guidance on the credit losses standard. For company as an EGC, the amendments for ASU 2016-13 are effective for fiscal years beginning after December 15, 2022. Adoption of the ASUs is on a modified retrospective basis. The Group adopted ASU 2016-13 and there was no material impact to the consolidated financial statements.

F-77

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

(y) Recent accounting pronouncements-Continued

In October 2021, the FASB issued Accounting Standards Update No. 2021-08– Business Combinations (Topic 805) Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to the recognition of an acquired contract liability and to payment terms and their effect on subsequent revenue recognized by the acquirer. The amendments in ASU 2021-08 require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. The amendments in ASU 2021-08 will become effective for the Group as of the beginning of 2024 fiscal year. Early adoption is permitted, including adoption in any interim period. The Group does not expect that this guidance will have a material impact on its consolidated financial statements.

In March 2022, the FASB issued Accounting Standards Update No. 2022-02 – Financial Instruments – Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, to address certain concerns identified in the Post-Implementation Review process for ASU Topic 326. The amendments in ASU 2022-02 eliminate the accounting guidance for troubled debt restructurings by creditors in ASC Subtopic 310-40, Receivables – Troubled Debt Restructurings by Creditors, while enhancing disclosure requirements for certain loan re-financings and restructurings by creditors when a borrower is experiencing financial difficulty. In addition, for public business entities, the amendments in ASU 2022-02 require that an entity disclose current-period gross write-offs by year of origination for financing receivables and net investments in leases within the scope of ASC Subtopic 326-20, Financial Instruments – Credit Losses – Measured at Amortized Cost. The amendments in ASU 2022-02 will become effective for the Group as of the beginning of 2024 fiscal year. Early adoption is permitted. The Group does not expect that this guidance will have a material impact on its consolidated financial statements.

In November 2023,the FASB issued ASU 2023-07 - Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which is to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant expenses. The update will require disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included within segment profit and loss. Require that an entity disclose, on an annual and interim basis, an amount for other segment items by reportable segment and a description of its composition. The other segment items category is the difference between segment revenue less significant expenses disclosed and each reported measure of segment profit or loss. The amendments are effective for the Group as of the beginning of 2024 fiscal year, and interim periods beginning 2025, with early adoption permitted, and will be applied retrospectively to all prior periods presented. The Group is currently evaluating the impact of the adoption of this standard to determine its impact on its disclosures.

In December 2023, the FASB issued Accounting Standards Update 2023-09 – Income Taxes (Topic ASC 740) Income Taxes. The ASU improves the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. The amendments in ASU 2022-03 will become effective for the Group as of the beginning of 2026 fiscal year. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The Group does not expect that this guidance will have a material impact on its consolidated financial statements.

Except for the above-mentioned pronouncements, there are no new recent issued accounting standards that will have a material impact on the consolidated financial position, statements of operations and comprehensive (loss) income and cash flows.

F-78

3. LIQUIDITY AND GOING CONCERN

In accordance with ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40), the Group has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Group’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. The Group’s accumulated deficit amounted to US$412,345 and US$708,350 as of July 31, 2023 and April 30, 2024, respectively. As of July 31, 2023 and April 30, 2024, the Group’s current liabilities exceeded its current assets by US$166,234 and US$496,587, respectively, and the Group’s shareholder deficit amounted to US$242,482 and US$522,505, respectively. These conditions raised substantial doubts about the Group’s ability to continue as a going concern.

The Group has funded its operations from both operational sources of cash and equity and debt financing. The Group’s liquidity is based on its ability to generate cash from operating activities, obtain capital financing from equity interest investors and borrowing from financial institutions. The Group’s ability to continue as a going concern is dependent on management’s ability to successfully execute its continuing operation, which includes generating revenue while controlling operating cost and expenses to generate positive operating cash flows and obtaining funds from outside sources of financing to generate positive financing cash flows. As of July 31, 2023 and April 30, 2024, the Group had cash and restricted cash of US$548,073 and US$521,012, respectively; and funding from the existing financial institutions credit lines available as of July 31, 2023 and April 30, 2024, totaled approximately US$185,565 and US$214,396, respectively. There can be no assurances, however, that the current operating plan will be achieved or that additional funding will be available on terms acceptable to the Group, or at all. If the Group is unable to obtain sufficient funding, it could be required to delay its development efforts and limit activities, which could adversely affect its business and the consolidated financial statements.

The accompanying consolidated financial statements have been prepared on the basis the Group will be able to continue as a going concern for a period of one year after the issuance of the consolidated financial statements. The consolidated financial statements do not include any adjustments related to the recoverability or classification of asset and the amounts or classification of liabilities that may result from the outcome of this uncertainty.

4. ACCOUNTS RECEIVABLE, NET

Accounts receivable, net consisted of the following:

	As of July 31,			As of April 30,
	2023			2024
Accounts receivable	$	300,258		$	289,248
Less: Allowance for doubtful accounts		(107,013	)		(101,063	)
Accounts receivable, net	$	193,245		$	188,185

There were no provisions for doubtful accounts of accounts receivable for the nine months ended July 31, 2023 and April 30, 2024, respectively.

5. PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consist of the following:

	As of July 31,		As of April 30,
	2023		2024
Prepaid expenses	$	22,381	$	383
Deposits		12,979		12,257
Prepaid taxes		7,400		6,988
Prepaid expenses and other current assets	$	42,760	$	19,628

F-79

6. PROPERTY AND EQUIPMENT, NET

Property and equipment, net, consisted of the following:

	As of July 31,			As of April 30,
	2023			2024
Computer Terminal & Peripherals	$	99,311		$	95,089
Furniture, Fittings, Office Equipment & Renovation		107,051			101,100
Sub-total		206,362			196,189
Less: accumulated depreciation		(206,257	)		(194,898	)
Property and equipment, net	$	105		$	1,291

Depreciation expenses were US$36 and currency translation difference were US$(501) for the nine months ended April 30, 2023.

Depreciation expenses were US$109 and currency translation difference were US$(11,468) for the nine months ended April 30, 2024.

7. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following:

	As of July 31,		As of April 30,
	2023		2024
Non-trade creditors	$	9,737	$	10,692
Accrued expenses		17,754		11,596
Payroll payable		48,138		30,105
Other tax payable(1)		23,955		13,730
Interest payable		3,627		3,058
Accrued expenses and other current liabilities	$	103,211	$	69,181

(1) Other tax payable mainly include the sales and service tax (“SST”) payable.

8. BORROWINGS

Borrowings consisted of the following:

	As of July 31,		As of April 30,
	2023		2024
Current
Short-term borrowings	$	129,157	$	138,973
Long-term borrowings		91,664		71,559
Total current borrowings		220,821		210,532
Non-Current
Long-term borrowings		117,563		31,229
Total non-current borrowings	$	117,563	$	31,229

F-80

8. BORROWINGS - Continued

Short-term borrowings represented the bank overdraft payable on demand and for working capital purposes.

On November 22, 2010, the Company entered into a credit facility agreement with Alliance Bank Malaysia Berhad, with certain key terms as follows:

(1) US$222,119 (RM1,000,000) was available for overdraft, with interest rate of Base Lending Rate (BLR) plus 1.85% per annum (p.a.) and payable on demand.

(2) US$444,237 (RM2,000,000) was available for trade facilities, comprising of: (i) letter of credit with commission of 0.1% per month, (ii) trust receipt with interest rate of BLR plus 1.85% p.a., (iii) banker’s acceptance with acceptance commission of 1.85% p.a. and discount rate to be quoted by the bank, (iv) shipping guarantee with 0.1% flat, (v) promissory notes with sub-limit of US$333,178 (RM1,500,000) and interest rate for local bills of BLR plus 2.0% p.a., (vi) banker’s guarantee with sub-limit of US$111,059 (RM500,000) and commission for tender/performance guarantee of 0.13%, 0.155% or 0.18% per month depending on the tenor.

(3) The credit facility was secured by: (i) pledge of fixed deposits of US$222,119 (RM1,000,000) together with interest accrued thereon; (ii) Certificate of Guarantee from Credit Guarantee Corporation Malaysia Berhad (CGC) under Enhancer Scheme for US$222,119 (RM1,000,000); (iii) corporate guarantee of KE Systems Sdn Bhd (former corporate shareholder of the Company) for US$666,356 (RM3,000,000); (iv) joint and several guarantee of Ho Say San, Choo Yeow and Lee Boon Kok.

On February 15, 2013, April 13, 2015, April 20, 2017 and January 22, 2021, the Company agreed to certain revision in the credit facility agreement with Alliance Bank Malaysia Berhad, and as of July 31, 2022 and 2023, the key terms regarding the credit facility were as follows:

(1) US$208,792 (RM940,000) was available for overdraft, with interest rate of BLR plus 1.85% p.a. and payable on demand.

(2) US$444,237 (RM2,000,000) was available for trade facilities, comprising of: (i) letter of credit with commission of 0.1% per month, (ii) trust receipt with interest rate of BLR plus 1.85% p.a., (iii) banker’s acceptances with acceptance commission of 1.85% p.a. and discount rate to be quoted by the bank, (iv) shipping guarantee with 0.1% flat, (v) promissory notes with sub-limit of US$333,178 (RM1,500,000) and interest rate for local bills of BLR plus 2.00% p.a., (vi) banker’s guarantee with sub-limit of US$111,059 (RM500,000) and commission for tender/performance guarantee of 0.13%, 0.155% or 0.18% per month depending on the tenor.

(3) The credit facility was secured by: (i) creation of a sinking fund of US$97,732 (RM440,000) to be built up by way of fixed deposits of 44 monthly placement of US$2,221 (RM10,000), together with interest accrued thereon commencing on April 1, 2023; (ii) a joint and several guarantee of Ho Say San and Choo Yeow.

For the nine months ended April 30, 2023 and 2024, the Group made net repayment/proceeds of bank overdraft of US$32,646 and US$10,994, respectively.

F-81

8. BORROWINGS – Continued

Long-term borrowings represented term loans from commercial banks with term over 1 years and for working capital purpose. Details of the borrowings were summarized as follows:

Lender	Start date	Maturity date	Number of monthly installment	Monthly installment	Interest rate	Principal Amount (US$)	Guarantee
AmBank (M) Berhad	December 5, 2018	November 5, 2023 (extended to June 30, 2024 due to Covid-19)	60	US$5,169  (RM21,968), adjusted to US$5,044  (RM21,434) in July 2020	11.45%	US$235,316  (RM1,000,000)	Joint and several guarantee of the following person: (i) HO SAY SAN (ii) CHOO YEOW
Standard Chartered Bank	February 28, 2020	January 31, 2023	36	US$3,964  (RM16,847)	7.50%	US$117,658  (RM500,000)	Personal guarantee from key person(s) based on shareholding and credil assessment
Alliance Bank Malaysia Berhad	March 1, 2021	February 28, 2026	60	US$2,825  (RM12,004)	3.50%	US$152,956  (RM650,000)	1. Joint and several guarantee of the following person : (i) HO SAY SAN (ii) CHOO YEOW (iii) TAN LAI WAN, who sold off her shares of the Company and was no longer a guarantor as a shareholder since then. 2. Confirmation of guarantee from Credit Guarantee Corporation Malaysia Berhad for RM520,000
Alliance Bank	July 1, 2022	June 1, 2025	36	US$3,659  (RM15,550)	7.17%	US$117,658  (RM500,000)	Joint and several guarantee of the following person: (i) HO SAY SAN (ii) CHOO YEOW

	As of July 31,			As of April 30,
	2023			2024
Weighted-average remaining lease term (years)		0.59			0.39
Weighted-average discount rate		6.86	%		5.05	%

Interest expense was US$23,717 and US$17,097 for the nine months ended April 30, 2023 and 2024, respectively.

9. LEASING

The Group has entered into a non-cancellable operating lease agreement for its office. The Group determines if an arrangement is a lease, or contains a lease, at inception and records the lease in the consolidated financial statements upon lease commencement, which is the date when the lessor makes the underlying asset available for use.

Balances for the operating leases are presented as follows within the consolidated balance sheets:

	As of July 31,		As of April 30,
	2023		2024
Right-of-use asset	$	41,210	$	4,020
Lease liability - current		42,042		4,099
Total lease liability	$	42,042	$	4,099

F-82

9. LEASING - Continued

For the nine months ended April 30, 2023 and 2024, lease expense were US$40,536 and US$38,218, respectively and were recognized as general and administrative expenses.

Weighted-average remaining lease term and discount rate are as follows:

	As of July 31,			As of April 30,
	2023			2024
Weighted-average remaining lease term (years)		1.83			0.08
Weighted-average discount rate		8.56	%		8.56	%

As of April 30, 2024, the maturities of the Group’s lease liabilities are as follows:

Remaining periods ending April 30, 2024	$	4,128
Total minimum lease payment		4,128
Less: interest		(29	)
Present value of lease obligation	$	4,099

10. ORDINARY SHARES

The Group’s authorized share capital is US$191,482 (RM500,000) divided into 500,000 ordinary shares with par value of US$0.38 (RM1) each. As of July 31, 2023 and April 30, 2024, the Group had 500,000 shares issued and outstanding.

11. TAXATION

The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. The Company and its subsidiary that operate in Malaysia and Singapore that are subject to taxes in the jurisdictions in which they operate, are as follows:

Malaysia

The Company is incorporated in Malaysia and governed by the income taxes laws of Malaysia. The income taxes provision in respect of operations in Malaysia is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices in respect thereof. Under the Income Tax Act of Malaysia, enterprises that incorporated in Malaysia are usually subject to a unified 24% enterprise income taxes rate while preferential tax rates, tax holidays and tax exemptions may be granted on case-by-case basis. The tax rate for small and medium sized companies (generally companies incorporated in Malaysia with paid-in capital of RM2,500,000 or less and gross income from business operations of RM50,000,000 is 17% for the first RM600,000 (or approximately $150,000), with the remaining balance being taxed at the 24% rate. For the nine months ended April 30, 2023 and 2024, the tax rate applicable for the Company is 17%.

Singapore

The Company’s subsidiary, KEDAS is incorporated in Singapore and is considered a Singapore tax resident enterprise under Singapore tax laws and subject to enterprise income tax on its taxable income as determined under Singapore tax laws at a statutory tax rate of 17%.

F-83

11. TAXATION – Continued

The provision for income taxes consisted of the following:

	For the nine months ended April 30,
	2023		2024
Current:
-Malaysia	$	-	$	-
-Singapore		-		-
Deferred:
-Malaysia		-		-
-Singapore		-		-
Income tax expense	$	-	$	-

A reconciliation between the Group’s actual benefit of (provision for) income taxes at the Malaysian statutory rate is as follows:

	For the nine months ended April 30,
	2023			2024
Income (loss) before income tax expense	$	15,298		$	(296,005	)
Income tax expense (benefit) at the statutory rate of 17%		2,599			(50,321	)
Tax effect of non-deductible expense		208			142
Tax effect of other temporary differences		4,033			2,907
Unrecognized deferred tax assets		4,955			50,429
Utilize prior year tax losses which not recorded deferred tax assets		(11,795	)		(3,157	)
Income tax expense	$	-		$	-

As of July 31, 2023 and April 30, 2024, the Company has unabsorbed tax losses of approximately US$770,701 (RM3,472,008) and US$1,020,175 (RM3,470,907), respectively, which are available for set-off against future business profit. Future tax benefits arising from tax losses and deferred tax debit balances have not been recognized since there is no reasonable certainty of their recovery in future periods. This is subject to finalization by the Inland Revenue Board. Any unabsorbed business losses and un-utilized capital allowances for the year of assessment 2019 onwards shall be deductible for a maximum period of ten consecutive years of assessment immediately following that year of assessment. Any amount which is not deducted at the end of the period of seven years of assessment shall be disregarded.

As of July 31, 2023 and April 30, 2024, the Group’s subsidiary in Singapore has an unabsorbed tax loss amounting to approximately US$653,687 (SGD868,293) and US$618,391 (SGD843,238), respectively, that are available for offset against future taxable profits subject to agreement by the Singapore Comptroller of Income Tax and compliance with certain provisions of Singapore Income Tax Act, Chapter 134.

F-84

11. TAXATION – Continued

Deferred tax assets

Deferred tax assets have not been recognized in respect of the following items:

	For the nine months ended April 30,
	2023			2024
Deferred tax assets:
Net operating loss carry-forwards	$	242,632		$	278,556
Total deferred tax assets		242,632			278,556
Less: Valuation allowance		(242,632	)		(278,556	)
Total deferred tax assets, net	$	-		$	-

Changes in valuation allowances are as follows:

	For the nine months ended April 30,
	2023			2024
Balance at the beginning of the period	$	246,326		$	242,146
Additions		4,955			50,429
Utilization		(11,795	)		(3,157	)
Foreign exchange effect		3,146			(10,862	)
Balance at the end of the period	$	242,632		$	278,556

As of July 31, 2023 and April 30, 2024, the Group did not recognize any net deferred tax assets, as the Group has provided a valuation allowance of US$242,146 and US$278,556, respectively, for which it has concluded that it is more likely than not that these net operating losses would not be utilized in the future. The use of these tax losses is subject to the agreement of the tax authorities and compliance with certain provisions of the tax legislations of the respective countries in which the group companies operate.

Uncertain Tax Position

As of July 31, 2023 and April 30, 2024, the Group did not have any unrecognized uncertain tax positions and the Group does not believe that its unrecognized tax benefits will change over the next twelve months. For the nine months ended April 30, 2023 and 2024, the Company did not incur any interest and penalties related to potential underpaid income tax expenses.

F-85

12. RELATED PARTY TRANSACTIONS

Nature of relationship with related parties

The following is a list of related parties, with which the Group has transactions:

No.	Name of related parties	Relationship
1	HO SAY SAN	Shareholder and director of the Group
2	CHOO YEOW	Shareholder and director of the Group
3	The Sire Group Ltd.	Controlled by Seow Gim Shen, who is also a shareholder of the Group

Transactions with related parties

Significant transactions with related parties were as follows:

		For the nine months ended April 30,
		2023		2024
Related party	Nature
HO SAY SAN	Borrowing from a related party	$	-	$	112,259
	Repayment of the borrowing from a related party	$	167,180	$	144,089
The Sire Group Ltd.	Payment of professional fees by a related party	$	-	$	355,450

Balances with related parties

Amounts due to related parties were as follow:

		As of July 31,		As of April 30,
		2023		2024
Related party	Nature
HO SAY SAN	Expenses for daily operations paid by a related party	$	33,296	$	-
The Sire Group Ltd.	Offering costs or professional expenses paid by a related party		-		355,450
Total amount due to related parties		$	33,296	$	355,450

Guarantee provided by related parties

HO SAY SAN and CHOO YEOW provided a guarantee for the Group’s bank borrowings (Refer to Note 8 for details).

13. EARNINGS (LOSS) PER SHARE

The following table sets forth the basic and diluted earnings (loss) per share computation and provides a reconciliation of the numerator and denominator for the periods presented:

	For the nine months ended April 30,
	2023		2024
Numerator:
Net income (loss)	$	15,298	$	(296,005	)
Denominator:
Weighted average number of ordinary shares		500,000		500,000
Earnings (loss) per share
-Basic and diluted	$	0.03	$	(0.59	)

F-86

14. COMMITMENTS AND CONTINGENCIES

Lease commitment

The Group leases low-value equipment under various non-cancellable operating lease agreements. As of April 30, 2024, the minimum future commitments under these agreements are as follows:

	Lease commitment
For the three months ending July 31,2024	$	170
Years ending July 31, 2025		679
Years ending July 31, 2026		679
Years ending July 31, 2027		402
Years ending July 31, 2028		67
Total	$	1,997

Capital commitments, contingencies

The Group did not have any significant capital commitments, long-term obligations, pending litigation or guarantees as of April 30, 2024.

15. SUBSEQUENT EVENTS

Investment

In August 2024, the Company entered into an Investment Agreement with a new investor and existing shareholders. The new investor subscribed for 80,000 shares for a total sum of USD 800,000. The Company issued 80,000 shares to the Investor upon fulfillment of conditions precedent, and existing shareholders waived pre-emptive rights to the Subscription Shares.

Merger Agreement

On August 19, 2024, the Company entered into a Merger and Contribution and Share Exchange Agreement (the “Merger Agreement”) with (i) Titan Pharmaceuticals, Inc. a Delaware corporation (TTNP”), (ii) BSKE Ltd., a Cayman Islands exempted company limited by shares (“BSKE”), and (iii) TTNP Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of BSKE (“Merger Sub”).

Pursuant to the Merger Agreement, BSKE will acquire TTNP and KE in separate transactions, as follows:

1） Pursuant to the terms of the Merger Agreement, and in accordance with the Delaware General Corporation Law, Merger Sub will merge with and into TTNP; the separate existence of Merger Sub will cease; and TTNP will be the surviving corporation of the Merger and a direct wholly owned subsidiary of BSKE；

2）Within five business days after TTNP and BSKE’s Proxy Statement/Prospectus becomes effective, BSKE, TTNP, and KE shall, and each of the KE Shareholders (as defined in the Merger Agreement) may elect to, enter into a share exchange agreement, pursuant to which, immediately following the Merger, each KE Shareholder entering into the Share Exchange Agreement will contribute and exchange all of his KE shares in exchange for BSKE ordinary shares. If all KE Shareholders enter into and consummate the Share Exchange Agreement, KE will thereupon be a direct wholly owned subsidiary of BSKE. The Company may terminate the Merger Agreement if fewer than all Company Shareholders enter into the Share Exchange Agreement within the specified period.

Under the Merger Agreement, the base equity value of KE is $27,000,000 and will be paid entirely in shares.

The Company has evaluated subsequent events through the date of issuance of the consolidated financial statements, and did not identify any other subsequent events with material financial impact on the Company’s consolidated financial statements.

F-87

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, civil fraud or the consequences of committing a crime. The PubCo Charter shall provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own fraud or dishonesty.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is theretofore unenforceable.

Item 21. Exhibits and Financial Statement Schedule

		Incorporated by Reference
Exhibit	Description	Schedule/Form	File Number	Exhibits	Filing Date
2.1#	Agreement and Plan of Merger, dated as of October 18, 2023 (included as Annex A to the proxy statement/prospectus).
3.1.1	Amended and Restated Certificate of Incorporation of the Registrant, as amended	Form 10	000-27436	3.1	January 14, 2010
3.1.2	Certificate of Amendment to the Restated Certificate of Incorporation dated September 24, 2015	Form 8-K	000-27436	3.1	September 28, 2015
3.1.3	Certificate of Amendment to the Restated Certificate of Incorporation dated January 23, 2019	Form 8-K	001-13341	3.1	January 25, 2024
3.1.4	Certificate of Amendment to the Restated Certificate of Incorporation dated November 30, 2020	Form 8-K	001-13341	3.1	December 1, 2020
3.1.5	Certificate of Amendment to the Amended and Restated Certificate of Incorporation dated January 8, 2024	Form 8-K	001-13341	3.1	January 8, 2024
4.1	Form of Lender Warrant	Form 8-K	000-13341	4.4	July 27, 2017
4.2	Form of Rights Agreement	Form 8-K	001-13341	10.3	March 26, 2018
4.3	Form of August 2019 Private Placement Warrant	Form 8-K	001-13341	4.2	August 8, 2019
4.4	Class B Warrant Agency Agreement dated October 16, 2019 between Titan Pharmaceuticals, Inc. and Maxim Group LLC Form of January 2020 Private Placement Warrant	Form 8-K	001-13341	4.1	October 18, 2019
4.5	Form of January 2020 Private Placement Warrant	Form 8-K	001-13341	4.1	January 7, 2020
4.6	Form of March 3, 2020 Warrant Amendment Agreement	Form 10-K	001-13341	4.12	March 30, 2020
4.7	Warrant Agency Agreement between Titan Pharmaceuticals, Inc. and Continental Stock Transfer & Trust Company and Form of Warrant	Form S-1/A	333-249550	4.10	October 27, 2020
4.8	Form of January 2021 Private Placement Warrant	Form 8-K	001-13341	4.1	January 19, 2021
4.9	Form of February 2022 Placement Warrant	Form 8-K	001-13341	4.3	February 3, 2022
4.10	Certificate of Designations, Preferences and Rights of Series AA Convertible Preferred Stock.	Form 8-K/A	001-13341	4.1	September 19, 2023
10.1	Form [*].*
10.2	Form of Registration Rights Agreement.*
10.3	Distribution and Sublicense Agreement dated February 1, 2016 as amended by agreement dated August 2, 2018 between Titan Pharmaceuticals, Inc. and Knight Therapeutics Inc.	Form 10-Q	001-13341	10.22	August 14, 2018
10.4	Amendment to lease for Registrant’s facility dated March 21, 2016	Form 10-Q	001-13341	10.23	August 14, 2018
10.5	License Agreement between Titan Pharmaceuticals, Inc. and Ocular Therapeutix, Inc., dated as of December 6, 2022	Form 8-K	001-13341	10.1	December 12, 2022
10.6	Asset Purchase Agreement between Titan Pharmaceuticals, Inc. and Fedson, Inc., dated as of July 26, 2023	Form 8-K	001-13341	10.1	July 27, 2023
10.7	Amendment and Extension Agreement between Titan Pharmaceuticals, Inc. and Fedson, Inc., dated as of August 25, 2023.	Form 8-K	001-13341	10.1	August 30, 2023
10.8	Form of Securities Purchase Agreement, dated as of September 13, 2023, by and among the Company and The Sire Group Ltd.	Form 8-K/A	001-13341	10.1	September 19, 2023
10.9	Form of Registration Rights Agreement, dated as of September 13, 2023, by and among the Company and The Sire Group Ltd.	Form 8-K/A	001-13341	10.2	September 19, 2023
10.10	Convertible Promissory Note between Titan Pharmaceuticals, Inc. and Choong Choon Hau	Form 10-Q	001-13341	10.4	November 14, 2023
10.11	Form of Share Purchase Agreement, each dated May 31, 2024, between each KE Shareholder and Ho Say San or Ho Say San and Choo Yeow*
10.12	Amended and Restated Investment Agreement, dated July 25, 2024, between Goh Chee Siong and KE Sdn and the other KE Shareholders*
10.13	Form of Registration Rights Agreement between PubCo and Sire and Seow Gim Shen*
21.1	List of subsidiaries.*
23.1	Consent of WithumSmith+Brown, PC.*
23.2	Consent of Enrome LLP.*
99.1	Form of Proxy Card for Titan Pharmaceuticals, Inc.’s Special Meeting of Stockholders.*
99.2	Consent of [name] to be named as a director.*
99.3	Consent of [name] to be named as a director.*
99.4	Consent of [name] to be named as a director.*
99.5	Consent of [name] to be named as a director.*

^	Previously filed.
*	To be filed by amendment.
#	Certain exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). PubCo agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon its request; however, PubCo may request confidential treatment of omitted items.
##	Certain confidential portions of this exhibit were omitted by means of marking such portions with brackets and asterisks because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed, or constituted personally identifiable information that is not material.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in [●], on [●].

BSKE Ltd
By:
Name:	[●]
Title:	Chief Executive Officer and Director

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following on [__________] in the capacities indicated.

Name	Title
[●]____________________________________________	Chief Executive Officer (principal executive officer)
[●]____________________________________________	Chief Financial Officer (principal financial and accounting officer)
[●]____________________________________________	Director

POWER OF ATTORNEY

AUTHORIZED REPRESENTATIVE

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly undersigned representative in the United States of KE Sdn Holdings Ltd, has signed this registration statement in [_____], on[_____]. 

BSKE Ltd
By:
Name:	[●]
Title:	Chief Executive Officer and Director

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