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Once a year, publicly traded companies issue a comprehensive report of their business, called a 10-K. A component mandated in the 10-K is the ‘Risk Factors’ section, where companies disclose any major potential risks that they may face. This dashboard highlights all major changes and additions in new 10K reports, allowing investors to quickly identify new potential risks and opportunities.

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Item 1A. Risk Factors” included in this Annual Report on Form 10-K:

Risks Related to Doing Business in China and Macau

·Under the long-arm provisions of current PRC laws and regulations, the Chinese government may exercise significant oversight and discretion over our business operations in Macau. It has the authority to intervene or influence our operations at any time, potentially leading to material changes in our business or the value of our common stock. Additionally, increased government oversight of overseas offerings or foreign investment in China-based issuers could restrict or entirely prevent our ability to offer securities, potentially causing their value to decline significantly or become worthless. Furthermore, the Chinese government may impose capital movement restrictions, limiting our ability to transfer funds out of Macau for purposes such as distributing earnings, paying dividends, or reinvesting in operations outside Macau. Changes in Chinese government policies, regulations, rules, or law enforcement practices may also occur rapidly and with little advance notice. As a result, our assessments of the risks associated with the PRC legal and regulatory system remain uncertain and subject to change.

·Uncertainties with respect to the PRC legal system, including uncertainties regarding the enforcement of laws, and sudden or unexpected changes in policies, laws and regulations in China, could adversely affect us.

·The Chinese government may intervene in or influence our operations in the Mainland China, or Macau at any time or may exert more control over offerings conducted overseas and/or foreign investment in us, which could result in a material change in our operations and and/or the value of our securities.

·If the Chinese government chooses to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

·Our common stock may be delisted and prohibited from trading in the United States under the Holding Foreign Companies Accountable Act, or the HFCAA, as amended by Consolidated Appropriations Act 2023, if the PCAOB is unable to inspect or investigate completely auditors located in Mainland China and Hong Kong. The delisting of our common stock or the threat of their being delisted could cause the value of our common stock to significantly decline or be worthless, and thus you could lose all or substantial portion of your investment.

·There are significant uncertainties regarding the interpretation of PRC laws, rules, and regulations, which may change at any time with little advance notice and could limit the legal protections available to us.

·The enforcement of laws, rules, and regulations in China can change quickly with little advance notice. Similarly, the PRC laws and regulations and the enforcement of such that apply or are to be applied to Macau can change quickly with little or no advance notice. As a result, the Macau legal system presents uncertainties which could limit the availability of legal protections. Such uncertainties could lead to material changes in the operations of our Macau-based subsidiary and/or adversely impact the value of our common stock.

·Recent interventions by the PRC government in the business activities of U.S.-listed, China-based companies may negatively impact our operations in Macau.

·If certain PRC laws and regulations were to become applicable to a company like us, our business, financial condition, and results of operations, as well as the value of our common stock and our ability to offer or continue offering securities to investors, could be materially and adversely affected. In such a scenario, we may face risks and uncertainties associated with the evolving PRC legal and regulatory landscape, including the interpretation and enforcement of laws, potential regulatory changes, and the broader complexities of the PRC legal system.

·It may be difficult for overseas regulators to conduct investigations or collect evidence within the territory of China, including Macau and Hong Kong.

·There may be difficulties in effecting service of legal process, conducting investigations, collecting evidence, enforcing foreign judgments or bringing original actions in China based on United States or other foreign laws against us and our management.

·Adverse regulatory developments in China may subject us to heightened regulatory review and additional compliance requirements. In response to risks associated with recent regulatory changes in China, the SEC may adopt new disclosure requirements and enhanced regulatory scrutiny for companies like ours with Macau- and Hong Kong-based operations. These measures could increase our compliance costs and require us to meet additional disclosure obligations, potentially impacting our operations and regulatory burden.

·If the Chinese government were to increase its oversight and control or impose new approval requirements from PRC authorities for issuing our common stock to foreign investors or listing on a foreign exchange, such actions could severely restrict or entirely prevent our ability to offer or continue offering securities to investors. This could result in a significant decline in the value of our securities or render them worthless.

·Recent increased oversight by the Cyberspace Administration of China (“CAC”) regarding data security, particularly for companies seeking to list on a foreign exchange, could negatively impact our food and grocery ordering and delivery business in Macau if our online food ordering platform directly targets Mainland China consumers.

·The M&A Rules and certain other PRC regulations concerning anti-monopoly impose complex procedures on certain acquisitions of Chinese companies by foreign investors, potentially making it more difficult for us to pursue growth through acquisitions in China.

·There are political risks associated with conducting business in Macau.

·Fluctuations in the value of the Pataca, Hong Kong dollar, or RMB may negatively impact our expenses and profitability.

Risks Related to Our Food Delivery Business and Industry

·There is substantial doubt regarding our ability to continue as a going concern.

·Our revenue heavily depends on a limited customer base, a trend likely to continue.

·If we fail to retain our existing merchants and consumers or acquire new merchants and consumers in a cost-effective manner, our revenue, revenue growth, and margins may decrease and our business, financial condition, and results of operations could be adversely affected.

·We face intense competition and if we are unable to compete effectively, our business, financial condition, and results of operations would be adversely affected.

·We rely on merchants on our platform for many aspects of our business, and to the extent they fail to maintain their service levels or increase the prices they charge consumers on our platform, our business would be adversely affected.

·We are subject to payment-related risks, and if payment processors are unwilling or unable to provide us with payment processing service or impose onerous requirements on us in order to access their services, or if they increase the fees they charge us for these services, our business and results of operations could be harmed.

·We rely on third parties, including our payment processor, cloud providers and data center host, and if these or other third parties do not perform adequately or terminate their relationships with us, our costs may increase and our business and results of operations could be harmed.

Risks Related to Our Graphite Sales Business and Industry

·Graphite mineral prices are subject to dramatic and unpredictable fluctuations.

·The graphite industry is highly competitive. Our market share, net sales or net income could decline due to vigorous price and other competition.

·Our future sales opportunities depend, to a large extent, on the growth of markets for electronic vehicles and other graphite-based battery applications. These applications may develop slower or at a size that is less than expected, to the extent they develop at all.

·Our business and our partners are subject to market changes in the availability and cost of electricity and fuel that could adversely affect our business.

·We are subject to a variety of legal, economic, social and political risks associated with the nature of our business in association with natural resources, with customers scattered all around the world, which could have a material adverse effect on our financial and business operations.

·We are currently operating in a period significantly affected by geopolitical instability. Our business, financial condition, and operational results may be materially adversely impacted by any negative effects on the global economy stemming from these conflicts and geopolitical tensions. This is especially pertinent in light of the ongoing military conflict between Russia and Ukraine, as well as the unrest in the Middle East.

·We may not respond quickly and profitably to the cutting-the-edge innovations or technologies in the graphite industry.

·Our graphite products sales history is limited. Our ability to generate revenue is subject to a number of factors, any one or more of which may adversely affect our financial condition and operating results.

·If we fail to effectively implement our sales, marketing, and service strategies, our sales growth will be hindered, negatively impacting our operational results.

Risks Related to Our Common Stock

·Because our common stock is deemed a low-priced "Penny" stock, an investment in our common stock should be considered high risk and subject to marketability restrictions.

·There currently is only a minimal liquid public market for our common stock. Failure to develop or maintain a liquid public trading market could negatively affect the value of our common stock and make it difficult or impossible for stockholders to sell their shares when desired or at desired prices.

·We may, in the future, issue additional common shares, which would reduce investors’ percent of ownership and may dilute the Company’s share value.

·There is a limited market for the Company’s common stock, which may make it difficult for holders of the Company’s common stock to sell their stock.

·We have never declared or paid cash dividends on our capital stock and we do not anticipate paying any cash dividends in the foreseeable future.

PART I

Item 1. BUSINESS

Background

Scientific Energy, Inc. (together with its subsidiaries, the “Company,” “we,” “us” or “our”) was incorporated under the laws of the State of Utah on May 30, 2001. From 2001 to 2021, the Company had endeavored a number of business activities, from developing and manufacturing various energy generation devices and energy efficient mechanisms to engaging in a business of e-commerce platform, but weren’t successful.

On April 13, 2006, Todd Crosland, Jana Meyer, Mark Clawson and Dale Gledhill (collectively the “Sellers”) entered into a Share Purchase Agreement with Kelton Capital Group Limited (the “Buyer”), each of the Sellers was a director of the Company. Pursuant to the Share Purchase Agreement, the Buyer acquired from the Sellers an aggregate of 7,905,000 shares of the Company’s issued and outstanding common stock, representing approximately 86.3% of the Company’s outstanding shares at that time, for the aggregate cash purchase price of approximately $539,929. As a result of the transaction, a change of control of the Company occurred.

On January 23, 2018, the Company entered into an agreement with Cityhill Limited, a wholly owned subsidiary of Elate Holdings Limited, a Hong Kong listed company. Pursuant to the agreement, the parties agreed to establish a 50% - 50% joint venture in Hong Kong, Gold, Gold, Gold Limited (the “3G”). 3G operates in Hong Kong and owns the “Goldeck App”, a physical gold trading platform. 3G offers its customers with one-stop services including: physical gold trading, deposits and withdrawals.

On May 10, 2021, the Company acquired 98.75% of the issued and outstanding share capital of Macao E-Media Development Company Limited, a Macau company (“MED”), by issuance of 131,337,500 shares of the Company’s restricted common stock, par value $0.01 per share, at $0.50 per share, for an aggregate consideration of $65,668,750. The acquisition was completed on September 27, 2021. As a result, MED becomes a 98.75% owned subsidiary of the Company.

Based on its gross merchandise volume and market share, MED is a leading food and grocery ordering and delivery service company in Macau. MED was founded in Macau in 2011, and in 2015, once was Meituan Dianping’s exclusive business partner in Macau. Meituan Dianping is the biggest platform in China that offers diversified daily needs services, including food delivery, hotel and travel booking and other goods and services. In June 2016, MED launched its own e-commerce platform Aomi APP. Since then, MED has grown and become the biggest food and grocery ordering and delivery service provider in Macau, with approximately 70% of the market share.

On December 22, 2023, the Company established a new wholly-owned subsidiary, Graphite Energy, Inc., which was incorporated in the State of Florida. The purpose of forming this new subsidiary is to enter the business of graphite sales. On January 18, 2024, the Company entered into a Base Agreement for Purchase of Graphite Ore with Madagascar Graphite Limited (“MGL”) to ensure the long-term, sufficient and stable supply of graphite ore, and later being amended and restated on March 22, 2024 in terms of the payment.

New Subsidiaries

On January 2023, the Company acquired 90% shares of Fresh Life Technology Company Limited (“Fresh Life”) through its subsidiary, Zhuhai Migua Technology Company Limited. The main business of Fresh Life is provision of logistic services in Macau.

On October 9, 2023, the Company acquired 70% shares of Citysearch Technology (HK) Company Limited (“Citysearch”) in Hong Kong. The main business of Citysearch is provision of group dining service platform, which mainly solves the lunch and dinner group dining needs for corporate employees in Hong Kong.

In January 2024, MED disposed all shares of Squirrel Logistic Company Limited (“Squirrel Logistic”) to third party with cash consideration of $12,286.

In March 2024, MED set up Zhuhai Aomi E-commerce Company Limited (“Zhuhai Aomi”), a 100% owned subsidiary of MED, in order to carry out in-store business in mainland China, predominantly and initially in Zhuhai city.

In October 2024, Guangzhou Chengmi Technology Company Limited, a 100% owned subsidiary of MED, ceased operation and completed the deregistration process.

In October 2024, the MED set up Zhuhai Wanmi Technology Company Limited (“Zhuhai Wanmi”), a 100% owned subsidiary of MED. The main business of Zhuhai Wanmi is in provision of IT development, maintenance, and support services in terms of mobile application to MED.

In December 2024, the Company acquired 100% shares of Celebrity Chef Catering Management Limited (“Celebrity Catering”), a Hong Kong corporation, through its Hong Kong subsidiary Citysearch. The main business of Celebrity Catering is to (i) supply Citysearch with ready-to-eat meal, so that Citysearch, as a group dining service provider, can solve the lunch and dinner group dining needs for corporate employees in Hong Kong, and (ii) act as a merchant offering only online food order and delivery services in Hong Kong.

The Company has not been involved in any bankruptcy, receivership or similar proceedings.

Our Business

Currently our businesses segments are divided into: (i) food ordering & delivery business mainly in Macau, primarily through our 98.75% owned subsidiary, Macao E-Media Development Company Limited, a Macau Company (“MED”); (ii) sales of graphite products, a business carried out by our wholly-owned subsidiary, Graphite Energy, Inc, (“GEI”); and (iii) physical gold trading platform, operated by our 50% owned company, Gold Gold Gold Limited (“3G”), a Hong Kong company.

In the following sections, we will primarily discuss the business of MED and GEI, as 3G is a joint venture and its financial position and results of operations are not consolidated with our consolidated financial statements. The financial position and results of operations of 3G are summarized in the notes to our consolidated financial statements.

Food Ordering & Delivery Business

We are a leading mobile platform of ordering and delivery services for restaurants or other merchants in Macau. We operate in Macau. Our businesses are built on our platform, Aomi App (the “Platform”). The Platform connects restaurants/ merchants (collectively referred to as “merchants”) with consumers and delivery riders. The Platform is created to serve the needs of these three key areas and to become more intelligent and efficient with every customer order. As we grow, we enjoy the benefits of scale and enjoy our competitive advantages, and at the same time we deliver substantial benefits to everyone we serve. In 2024, our Platform generated over 10,017,000 transactions, totaling MOP1,135,530,000 (approximately $141,400,000) in Gross Merchandise Volume, and $43,517,891 revenue in food delivery business.

We offer customers access to the Platform primarily through our mobile applications designed for iPhone, Android, and iPad devices. To use the mobile applications, customers either enter their delivery address or use geo-location and are thereby connected with local merchants that provide takeout or offer their services. Customers can further refine their search results using the search capability, enabling them to filter results across cuisines or merchandise types, merchant names, proximity, ratings and other criteria. Once customers have found what they are looking for, they place their orders. Once an order is received, the Company transmits the order to the merchant, while saving the customers’ preferences for future orders, thus providing them with a convenient repeat order experience. A customer can choose to have the food delivered or for pick-up/take-away. The Platform informs the customer of the duration of food preparation, and when the food is ready for pick-up or the amount of time it will take for delivery. The customers can also track the meal through the real-time location of the delivery rider as displayed on the Platform.

Customers pay us for their meals or goods when orders are placed. Payment is administered by paying with a credit card, debit card, or third-party payment methods, such as WeChat Pay, Alipay, Apple Pay, Mpay, etc. For these transactions, we collect the total amount of the customer’s order less payment processing fees from the payment processor and remits the net proceeds to the

merchants less commission and other fees. We generally accumulate funds and remit the net proceeds to the merchant partners at least on a monthly basis.

Consumers may also access our services through the WeChat mini program, a mobile app operated by a third party. Leveraged by the leading market status of WeChat along with its vast user base, it enables us to broaden our user reach. The WeChat mini program is easy to use. Customers can swipe or search to open the mini app and connect to the Company’s Platform without downloading or installing additional mobile applications. The WeChat mini program provides customers with the same functionality as the Company’s mobile applications, including finding merchant, searching and ordering.

Merchants have the option to either engage the Company to provide the delivery service or deliver by themselves. By providing delivery services, the Company is able to significantly increase the number of merchants it can offer to customers while enhancing the transparency, consistency and reliability of the customer experience. Delivery services benefit the merchants by allowing them to focus on making great food or providing good merchandise while the Company handles the complexity of operating the delivery networks. Presently the Company is by far the largest citywide on-demand food and merchandise delivery network in Macau. The Company’s delivery arrangements with merchants are structured under two models: Instant Delivery and Scheduled Delivery. As of December 31, 2024, the Company had 560 delivery drivers.

From time to time, merchants run promotion campaigns or other activities via the Company’s Platform. Consumers are able to purchase coupons for merchandise at discounted prices on the Platform, and then go to merchants’ physical retail stores to redeem the coupons, and enjoy the goods or services at a member-discounted price. By doing so, merchants can establish their online presence, grow more customers, and promote and sell goods and services directly to consumers online.

We generate revenues primarily when customers place orders on our Platform. Merchant partners pay a commission, typically a percentage of the transaction, on orders that are processed through our Platform. In many cases, we also provide delivery services to merchants on the Platform that do not have their own delivery operations. Merchant partners that use our delivery services pay an additional commission on the transaction for the use of those services. We also recognize as revenue any fees charged directly to the customer.

We provide our customer with a wide variety of payment methods. Customers may use credit card, debit card, or a third-party payment method to pay for their goods and services when the orders are placed. For Macau customers, we accept debit card and credit card of major Macau banks. International customers can use credit card issued by Visa, Mastercard, or China UnionPay. We also offer third-party payment methods such as WeChat, Alipay and Mpay. For these transactions, we collect the total amount of the customer’s order net of payment processing fees from the payment processor and remits the net proceeds to the merchants less commission and other fees. We generally accumulate funds and remit the net proceeds to the merchant partners at least on a monthly basis.

A significant portion of the Company’s revenues are the commissions earned from merchant partners for consumer orders generated on our Platform.

Additional Services

The Platform of the Company originally serviced only food ordering and delivery, later, built on the Platform’s user base, the Company expands its services to other areas, and continues to drive customer growth and enhance customer value.

(1) Flash Sales Service, which is, the Company utilizes its existing takeout platform, suddenly offering huge discounts, in a specific period of time, to clear a small amount of inventory for merchants. The discounted prices are available to exclusive members for a limited time. Each special sale only lasts for 1-2 days. First come, first served, while supplies last.

(2) In-Store Service means that after users obtain store information and discounts through the Company’s online platform, they come to offline stores for dining, entertainment, accommodation, etc., from which the platform collects commissions and marketing fees. In addition to in-store dining that complements takeout, In-Store Service also includes various leisure and entertainment, as well as medical beauty, parent-child, education, home decoration, etc.

(3) Group Dining Services in Hong Kong is a new segment of business the Company launched since 2024 in provision of group dining service platform, which mainly solves the lunch and dinner group dining needs for corporate employees in Hong Kong. Our

services to customers in Hong Kong are carried out in two ways. First, customers, mostly corporate customers, would issue to the Company a dining order specifying the delivery date, delivery address, number of meals, types of meals, and other required information in advance. The Company will then receive the payment from the customer upon the completion of the meal order. Second, individual customer could choose to visit our physical restaurant named Webite Space to enjoy the meal, a shared kitchen-and-café space, where we offer a wide variety of meal selections to customers. By the end of 2024, we already opened and operated 4 Webite Spaces all over Hong Kong.

For the year ended December 31, 2024, within our food delivery business segment, approximately 78% of the Company's food delivery business segment revenue derived from food ordering and delivery business, about 4% from flash sale service, 6% from in-store service, and approximately 5% from group dining services in Hong Kong, and the rest coming from other businesses such as marketing, advertisement and so on.

Since 2022, with the changes in the macroeconomic environment, market, and competition, our business strategy was adjusted to maintain a stable market share, reduce costs and increase efficiency, and ensure the Company’s profitability. As a result, in 2022, we reduced or suspended our investment in certain exploratory business activities, such as online supermarket, live broadcasting business, and focus on our main business and the business initiatives with good profitability.

Merchant Benefits

We focus on providing value to both merchants and customers through our Platform. We provide merchants with more orders, help them serve customers better, facilitate delivery logistics, and enable them to improve the efficiency of their business. For customers, we make ordering, takeout accessible, simple and enjoyable, enabling them to discover new merchants and accurately and easily place their orders anytime and from anywhere.

With 5,684 merchants currently operating on our Platform, 184 increase compared to 2023, we believe that we can provide merchants with the following key benefits:

More Orders. Through our Platform, merchants in the network receive more orders at full prices.

Targeted Reach. Merchants in the network gain a mobile presence with the ability to reach their most valuable customers.

Low Risk, High Return. For merchants, our Platform enables them to grow their business without adding seating capacity or wait/service staff, and enable them to leverage their existing fixed costs.

Higher Efficiency. Merchant partners in the network can receive and handle a larger volume of takeout orders more accurately, increasing their operational efficiency while providing their takeout customers with a high-quality experience.

Delivery Service. In many cases, we provide delivery services to those merchants who do not have their own delivery operations. By providing delivery services, merchants can focus on making great food while we handle the complexity of operating the delivery networks.

Customer Benefits

As of December 31, 2024, total number of 1,820,000 customers have been registered with our Platform, among which the number of daily-active-users is 65,130, and number of monthly-active-users is 345,936. We believe that we provide customers with the following key benefits:

Discovery. We aggregate menus/merchandise catalogs and enable ordering from 5,684 merchants in Macau as of December 31, 2024, in most cases we provide customers with more choices than the menu drawer and allowing them to discover hidden gems from merchants on our Platform.

Lower price. From time to time, merchants run promotion campaigns or other activities via our Platform. Consumers are able to purchase coupons at discount prices on the Platform, and then they go to merchants’ physical stores to redeem the coupons, and enjoy the goods and services at discounted prices.

Convenience. Using our Platform, customers do not need to place their orders over the phone or physically going to the merchants’ place of business. We provide customers with an easy-to-use, intuitive and personalized interface that helps them search and discover local merchants and then accurately and efficiently place orders from any places.

Service. We strive to deliver a comprehensive and smooth end-to-end experience to our customers characterized with speedy delivery, good quality, and ease of use.

Graphite Products Sale Business

On December 22, 2023, the Company established a new wholly-owned subsidiary, Graphite Energy, Inc. (“GEI”), which was incorporated in the State of Florida. The purpose of forming this new subsidiary is to enter the business of graphite sales. In 2024, GEI had generated total revenue of $ 24,773,730 in the graphite sale business.

Operating mainly through our subsidiary Graphite Energy, Inc., taking advantage of our technical expertise and stable supply of top-trade graphite products, we function as a transmitting gear between end-use customer who has graphite products procurements needs from one side, and the upstream graphite ores manufacturer or graphite products provider from the other side. Given that graphite product is not an ordinary commodity, but rather requires tailored state-of-art solutions to secure the quality of manufacturing processes for the customers, our expertise and experience assure our customers to procure only the right graphite products, so that the end-user customers can concentrate on their core value-adding activities. We endeavor to set up and maintain a stable, consistent and effective connection among us and end-use customers, and supplier, especially during today’s circumstances full of uncertainty, disruption and restrictions.

To ensure the long-term, sufficient and stable supply of graphite ore, which is the most important raw material for the Company’s graphite production line, on January 18, 2024, the Company entered into a Base Agreement for Purchase of Graphite Ore with Madagascar Graphite Limited (“MGL”) to ensure the long-term, sufficient and stable supply of graphite ore, which is the most important raw material for the Company’s graphite production line. MGL owns approximately 280-square-kilometer graphite mining area in the Tamatave region of Madagascar, with hundreds of millions of tons of the estimated graphite ore reserves and a history of graphite mining for more than a hundred years.

On March 22, 2024, this agreement was amended and restated. Under the amended and restated agreement, the Company will not make advance payments to MGL for the purchase of graphite ore; instead, payments will be made after manufacturing graphite products using the ore as raw material. During the term, MGL agrees to sell and deliver to the Company, and the Company agrees to purchase and accept from MGL sufficient amount of graphite ore so that the Company can produce up to 100,000 tons of graphite refined powder products with a carbon content of more than 95%. Parties agree to decide whether to renew or reach a new agreement 30 days before the expiration of this agreement.

Due to the uncontrollable variations among different grades of graphite ore, such as volume, weight, carbon content, as well as inaccuracies in testing, to protect each party’s interest and simplify the process of pricing, parties agree that the price for the graphite ore used for the production of refined graphite powder shall be calculated on an output based formula as follows: (i) for each metric ton of refined graphite powder output, the Company shall pay MGL a fixed price of $200, regardless of how many metric tons of graphite ore used as input; and (ii) This fixed price shall cover all mining and transporting the graphite ore to the warehousing facility at the Company’s production line in Tamatave, Madagascar by MGL.

Parties agree that purchase price shall be paid to MGL by the Company’s issuance of its common stock shares, at a price of $0.50 per share. The Company’s share payment shall be made quarterly in accordance with the quantity of the refined graphite powder produced for the quarter. Parties agree the Company’s shares shall be issued to MGL within 90 days of each quarterly settlement.

As a graphite trading company, GEI is not in possession of production line or manufacturing facilities of any kinds. Instead, GEI opt for outsourcing the possessing and production of graphite ores to third-party partners who has not only qualified professionals and facilities in terms of manufacturing, but also with reliable expertise in transportation, insurance, custom brokerage services. By entering into a graphite production & processing contract with third-party partner with reputable experience with graphite products processing and manufacturing, third-party partners generally should be responsible for processing GEI’s graphite ore into graphite products, as per GEI’s instructions and under GEI’s supervision. In addition, those third-party partners take the full responsibility

for transporting the graphite products to GEI's customers, and be in charge of all the intermediate logistics processes, including but not limited to packaging, insurance, sea freight, and customs clearance etc. Upon the reception and confirmation of the purchase order placed by customers in need of graphite products, GEI will instantly issue an instruction letter to third-party partners, specifying the latest delivery date, amounts and specification of graphite products. Third-party partners are expected to follow the instructions and deliver the graphite products before the agreed date. Apart from having third-party partners process graphite ore acquired from Madagascar Graphite Limited, from time to time, we choose to directly procure ready-to-ship graphite products from different entities, to meet the demand of different customers.

In addition to the existing customers that we have accumulated over the year, from the second half of the 2024, the Company relied on third-party distributors to access new markets, regions, and customer segments that may be difficult for the Company to reach directly. Those distributors often have established relationships with retailers, wholesalers, or other intermediaries, enabling faster market penetration on the one hand. On the other hand, distributors already have the infrastructure, logistics, and expertise to deliver products efficiently. Outsourcing distribution to these reliable partners allows the Company to focus on core business activities.

The Company also plans to utilize various marketing channels and strategies to reach potential customers, thereby expanding its customer base. In 2024, a partnership was established between GEI and a leading television media company that operates the one of the largest commercial TV channels in the Great Bay Area. The collaboration allows the Company to be committed to acquiring a comprehensive marketing strategy and execution services from its partner, including the advertisement production, live filming, graphic design, music composition, and leasing broadcasting time slots from the television channel for a duration of the partnership. By leveraging the broad coverage of the television satellite across the Asia-Pacific region, the Middle East, and significant parts of Africa and Europe, the Company aim to target a global audience and potential customers.

Graphite Industry Background

Graphite is a naturally occurring material found in deposits worldwide. As a nonrenewable mineral resource, these deposits are limited and are being depleted over time. However, the demand for graphite has surged since Andre Geim and Konstantin Novoselov were awarded the Nobel Prize in 2010 for their groundbreaking work on graphene's unique properties. Graphite, along with thirteen other materials, is recognized as a strategic resource.

According to the United States Geological Survey, China leads the world in graphite extraction and ranks second in reserves. Madagascar, on the other hand, also has vast graphite reserves and is the world second largest graphite producer country. Notably, Madagascar's graphite is renowned for its exceptional quality and large flake size. Its strategic location, close to major consumption centers in Europe, the USA, and Asia, further enhances the attractiveness of Madagascar's graphite products on the global market.

Leveraging its natural properties—such as lubricity, high corrosion resistance, stability at elevated temperatures, and excellent thermal and electrical conductivity—graphite is extensively utilized in various industries, including aerospace, steel, automotive, electric vehicles, batteries, and lubricants. In recent years, it has become a crucial component in the production of electrical storage batteries. As demand for these batteries rises due to the growing need for electric vehicles and energy storage, graphite's significance is set to increase.

On the other hand, synthetic graphite, derived from petroleum or coal needle coke, presents direct competition to natural graphite. This competition is particularly pronounced in the lithium-ion battery sector, where differences in price, performance, and availability distinguish the two. However, natural flake graphite is increasingly replacing or complementing synthetic graphite in battery applications due to its cost-effectiveness and performance advantages. Through advanced processing techniques, flake-graphite concentrates are converted into high-value products for the battery industry. Coated spherical purified graphite serves as an anode or anode active material in lithium-ion batteries. As an essential, non-substitutable component, the demand for lithium-ion batteries—especially for electric vehicles—accounted for the majority of natural graphite demand in 2024 and is projected to rise in the following decade.

Our Graphite Products

We endeavor to specialize in the supply of natural graphite products, or graphite fine powder, which is made of natural flake graphite ores exploited from Gallois mine located in the Antsirakamboa and Marovintsy mining sites of the Tamatave province, northeast of Madagascar. Gallois mine operation was founded and operated in 1901 by the Gallois family, who started mining, producing and exporting graphite to the United States and Europe for uninterrupted 120 years until today.

The Gallois mine deposits are all formed by weathering. The carbon content of the graphite ore is high compared to average standard in the industry. Opencast mining makes operations easy and safe in the mine site. The carbon content can be easily increased to a high level by simple floatation. Due to its specificities and special quality, Gallois graphite ore has always been considered as a first choice by the global carbon industry.

Our graphite product combines natural properties with exceptional quality: it boasts a perfect crystalline structure, high density, and very low impurity content making it ideal for purification. These characteristics are ideal for manufacturing spherical graphite for lithium battery, expandable graphite, advanced refractories, man-made diamond and high purity graphite for military and aerospace industry. We mainly offer natural flake graphite fine powder with carbon contents ranging from 80% to 99% and flake sizes of +32 mesh, +50 mesh, +80 mesh, +100 mesh, +150 mesh and -100 mesh. In addition to the standard grades listed below, we can provide tailor-made graphite products with certain specifications to meet customer’s requirements.

Core Values of Graphite Businesses

Top-notch Graphite Products. The Company specializes in the supply of graphite products mainly exploited from Madagascar. As the second-largest producer of graphite globally, the country's graphite is highly valued for its purity, with a carbon content of up to 97%, and excellent electrical conductivity. Flake graphite has an excellent crystalline structure, making it suitable for industrial applications and battery production.

Industry Network. Leveraged by our graphite products with high quality, we have set up and maintained a deep, stable and mutual beneficial relations with both graphite provider and manufacturer from the supply end, and a diversified pool of transportation, insurance, custom brokerage services providers from the intermediate end, to satisfy any demands, at the same time, save the time and effort from the customer end.

Integrated & Personalized Approach. We understand each customer with its technological processes and equipment employed are unique. We thoroughly study each customer on a case-by-case manner, and develop a tailored solution and customized graphite products. Besides, instead of simply functioning as the graphite products provider, we strive to offering 360-degree service and support for our customers. We aim to achieve the best project outcome through cooperation, problem solving and continuous process improvement.

Sources of Revenues and Costs of Revenues

We generate revenue primarily from, in food delivery segment, (i) commission from merchants for orders placed on our Platform, which are generally determined as a percentage of the value of the transaction completed, (ii) mobile marketing services in various advertising formats provided to restaurants/merchants or other clients, (iii) delivery fees from customers and merchants for delivery services provided by us, and in graphite sale segment, (iv) sales of graphite products, among which, graphite sales accounts for approximately 36% of the our total revenue, and food delivery business accounts for around 64% in 2024.

For the year ended December 31, 2024, within the food delivery segment, approximately 78% of the Company's food delivery revenue derived from food ordering and delivery business, about 4% from flash sale service, 6% from in-store service, and

approximately 5% from group dining services in Hong Kong, and the rest coming from other businesses such as marketing, advertisement and so on; within the graphite sale segment, 100% of Company's revenue are attributed to graphite sales activity.

Our costs of revenue primarily consist of, in food delivery segment, (i) food/merchandise delivery rider costs, (ii) payment processing costs, (iii) employee benefits, expenses for customer service and other personnel, (iv) depreciation of property, plant and equipment, and (v) Cloud server operation and maintenance costs, and in graphite sale segment, (vi) procurement of graphite ores or products from other entities, (viii) processing and manufacturing costs incurred from third-party partners, and (vii) distribution costs.

A significant portion of costs of our revenues is attributable to delivery rider costs and purchase of inventory and the cost of purchase from Graphite Energy, Inc.

Market and Customers

In food delivery segment, with increased smartphone penetration, in recent years, the mobile food/grocery ordering market has grown worldwide. Mobile ordering has started to become the norm, thanks to the convenience, accuracy, and ability to integrate payments.

We operate in Macau and serve approximately over one million people, of which approximately 700,000 are permanent residents and more than 300,000 are non-Macau residents/college students who work or study full time in Macau. Our customers are mainly Macau residents, i.e., Macau households, office workers, laborers and college students.

As of December 31, 2024, we had approximately 1,820,000 registered Platform customers and served over 5,684 partnered merchants, among which the number of daily-active-users is 65,130, and number of monthly-active-users is 345,936. For the years ended December 31, 2024 and 2023, none of these active Platform customers or merchants accounted for 10% or more of our net revenues.

With respect to graphite sales segment, international graphite market value is expected to grow from 2024 to 2030, with the growing battery market as its key driver. Especially, high purity graphite is estimated to be the largest segment of the graphite market, given its inherent highly stable, electrically conductive, and thermally resilient features.

For the years ended December 31, 2024 and 2023, none individual of these purchasers accounted for 10% or more of our net revenues.

Sales and Marketing

Our food delivery sales team add new restaurant/merchant partners to the network by emphasizing the Platform’s low risk, high return proposition: providing more orders, low upfront payments or subscription fees without requiring any discounts from a restaurant/merchant’s full price menus, and we only get paid for orders we generate for them. Our delivery network has also expanded our offerings and ability to attract restaurants/merchants that do not have their own delivery operations. Leads for new merchants are generated either directly by the merchant through our Platform, or are self-prospected by the sales team. Once merchants have joined our network, our representatives continue to work with them to maintain quality control and to increase their order volume.

We believe that our mobile ordering platform, innovative products and excellent customer care are our best and most effective marketing tools, helping to generate strong word-of-mouth referrals, which have been the primary driver of our customer growth. Our integrated marketing efforts are aimed at encouraging new customers to try the Platform and driving existing customers to engage more frequently with the Platform. We use both mobile and offline advertising.

We worked with the Industrial and Commercial Bank of China to issue a co-branded credit card. Every new card holder is given MOP50 (approximately $6.25) worth of coupon redeemable on our Platform. Together with our good services, this campaign significantly increased our customer base.

From time to time, we also introduce various types of promotions and activities to keep the existing users active, such as giving out coupons, discounts, and cash back activities.

In terms of graphite sales business, we heavily rely on our top-notch graphite products to retain old customers and approach new customers. Further leveraged by our extensive industry network and integrated & personalized services, most of our existing customers are with high loyalty and repetitive purchase behavior.

In addition to the existing customers that we have accumulated over the year, the Company relied on third-party distributors to access new markets, regions, and customer segments that may be difficult for the Company to reach directly. Those distributors often have established relationships with retailers, wholesalers, or other intermediaries, enabling faster market penetration from the one hand. On the other hand, distributors already have the infrastructure, logistics, and expertise to deliver products efficiently. Outsourcing distribution to these reliable partners allows the Company to focus on core business activities.

In addition, the Company relies on traditional media and marketing partners to reach to potential customers and expand its customer base. Through a partnership between GEI and a leading television media company in the Great Bay Area formed in 2024, the partner shall provide the Company with the comprehensive marketing strategy and execution services, therefore assisting the Company to acquire a global audience and potential customers.

Technology

Technology has changed consumer behavior and driven a wave of demand for convenience. We enable local brick-and-mortar businesses, which are fundamental to the vitality of local economies and communities, to address consumers’ expectations of ease and immediacy and thrive in an increasingly convenience-driven economy. We generally develop additional features for our Platform in-house, focusing on quick release cycles and constant improvement. Our mobile properties are either stored on secure remote servers and software networks through a public cloud provider or are hosted by a third-party provider of hosting services. The Platform includes a variety of encryption, antivirus, firewall and patch-management technology to protect and maintain systems and computer hardware across the business. We rely on third-party off-the-shelf technology as well as internally developed and proprietary products and systems to ensure rapid, high-quality customer care, software development, website integration, updates and maintenance.

On the other hand, as a graphite trading company, we do not directly involve ourselves into the research and development of the manufacturing or processing in terms of graphite products. Instead, we highly depend on our partner, either graphite products supplier or manufacturer, for the investment in R&D, adoption of new technologies, developing new applications, and optimizing production or manufacturing process.

Growth Strategy

We strive to make our Platform an integral part of everyday life for merchants and customers through the following growth strategies:

(1) More merchants. We intend to broaden our network of merchants by providing innovative services that help merchants operate and grow their businesses. We have experienced tremendous success serving merchants. Today we have over 5,684 merchants, the majority of which are restaurants, on our Platform, and there are many more that we have yet to reach. We will continue to innovate and introduce new products and services to add value for our merchants and unlock additional revenue opportunities, and will continue our sales efforts to continue adding new merchants.

(2) More consumers. Presently there are over 1,820,000 registered consumers on our Platform. We plan to continue to increase our consumer reach by more consumer engagement. At present, consumers use our Platform for a small fraction of their monthly meals or purchases. We strive to increase the frequency with which consumers use our Platform by being the most delicious, affordable, and convenient way to eat or make purchase. We plan to do this by increasing the breadth of restaurant/merchant selection, expanding availability of meals at all times of the day. In addition, our goal is to satisfy consumers, thereby promoting their use of our Platform and making it easier for us to gain new consumers. We continue to make investments aimed at improving the consumer experience.

We intend to continue to grow the number of customers and orders placed on our Platform primarily through word-of-mouth referrals and marketing that encourages adoption of our ordering Platform and increased order frequency.

(3) Better Delivery Driver experience. We invest in improving delivery driver experience and satisfaction.

(4) More Service Offerings. As we grow, we plan to expand our service offerings, and grow into a full-category service e-commerce company. We will continue to add new service categories covering more use cases in consumers’ daily lives. We also plan to further broaden service selections within our current service categories. We believe expanding service offerings will improve consumer loyalty and lead to more cross-selling.

(5) Deliver Excellent Customer Care. By meeting and exceeding the expectations of both merchants and customers through customer service, we seek to gain their loyalty and support for our Platform.

(6) Improve Our Operational Efficiency. We will focus on optimizing our cost structure primarily through product improvements meant to enhance the operational efficiency and quality of our logistics platform. These improvements include enhancements to our batching algorithms and order preparation and traffic predictions.

In terms of graphite sales business, we endeavor to adopt the following strategies:

(1) Reliable & Improving Graphite Product Quality. Our graphite product is the key factor to differentiate us from other competitors. Leveraged by the rigorous quality control measures taken by us and our partners, our products could guarantee the consistent performance for our customers. Meanwhile, we value and embrace new technologies in the graphite industry, along with up-stream and down-stream industry, quickly adapting to the changing market demands and consumer preferences, to ensure our products remain relevant.

(2) Expanding Distribution Channel. We relied on third-party distributors to access new markets, regions, and customer segments that may be difficult for the Company to reach directly Only through uninterruptedly expanding distribution channels, such as forming partnership with new distributors, and exploring new distribution channels such as online sales platform, can we expand our customer pool and thus meet our growth target.

(3) Stabilizing and Deepening Cooperation with Partners. To a large extent, our success hinges on the cooperation and relations with our partners, including both graphite provider and manufacturer from the supply end, and a diversified pool of transportation, insurance, custom brokerage services providers from the intermediate end. Further stabilizing and deepening relations with these partners will bring about a stronger bargaining power, therefore cut the cost and achiever our growth goal.

Competition

As a leading mobile food and grocery ordering and take-out delivery service provider in Macau, we primarily compete with the traditional offline ordering process used by the vast majority of restaurants/grocery stores and diners involving paper menus that restaurants distribute to diners, as well as advertising that restaurants/grocery stores place in local publications to attract customers. For dining customers, we compete with the traditional ordering process by aggregating restaurant and menu information in one place online so that it is easier and more convenient to find a desirable restaurant option and place a customized order without having to interact directly with the restaurants. For restaurants, we offer a more targeted marketing opportunity than the telephone pages, billboards or other local advertising media since dining customers typically access our Platform when they are looking to place a takeout order, and we capture the transaction right at the time when a dining customer has made a decision.

Most restaurants in Macau are small businesses, who do not have their own standalone websites and online interfaces. Compared to other dining platforms, we offer customers a wide range of choices, with over 5,684 restaurants on our Platform, including low cost or no cost delivery, menu price parity with any other online ordering option and the lowest overall pricing and most compelling rewards for customers in Macau.

MFood is another mobile food delivery service provider in Macau. While MFood has access to a massive number of users inherited from its late parent company, but MFood has been small in scale and unable to compete with us effectively. However, MFood and

Flash Bee, Macau’s second and third largest food delivery platforms merged in 2024, capturing a large share of market in Macau. The formation of this strategic alliance will further enhance its negotiation power and ability to reduce the operational costs. Following the merge, we still hold 50% of Macau local market.

While we remain the leading mobile food and grocery take-out delivery service in Macau, new competitors could emerge and existing competitors could continue to grow in our markets. These competitors may have greater resources and other advantages than us and could impact our growth rates and ability to maintain profitability.

In terms of our graphite sale business, being a trading company specialized in the supply of natural large-flake graphite fine powder globally, we compete with our rivals on different levels such as nations, industry sector, and so on.

Our most imminent and direct competition comes from synthetic graphite sector. Natural graphite is widely used in a range of industrial applications including refractories, foundries, and lubricants. Around 40% of global natural graphite supply is consumed in refractories production and 35% goes into smaller markets including thermal management in electronics, brake and clutch parts, gaskets, fire retardants and carbon brushes. Being an integral part of an electronic vehicle, lithium-ion battery is thriving with alongside EV industry. Lithium-ion battery anodes currently account for between 25% and 30% of natural graphite demand but this is growing steadily by a few per cent every year. Both natural and synthetic graphite is applicable in the anode in battery. Natural graphite anode has the advantages of lower cost, high capacity and lower energy consumption compared with the corresponding synthetic anode. But the synthetic one performs much better in electrolyte compatibility, fast-charge turnaround and battery longevity. Therefore, EV manufacturers prefer synthetic graphite, because of its advantages in terms of charging rate and capacity, providing batteries with longer driving ranges and longevity.

We also face competition on the globe, especially from China, the leading global producer country of natural graphite in the world, producing an estimated 77% of total world production in 2023, among which about 85% was flake graphite like our products. However, in October 2023, China announced export restrictions on natural graphite, including flake graphite, spherical graphite (natural and synthetic), expandable graphite, and some synthetic graphite products. During the first 9 months, China exported 58,000 tons of flake graphite concentrate, less than the 81,000 tons exported in the same period in the previous year. We believe these export restrictions continue to highlight the supply-chain risk for the recipient countries related to natural graphite products and could provide an opportunity for the Company. On the other hand, graphite products originated from other countries such as Mozambique or Brazil would likewise pose competition and challenges to us.

We mainly trade and sell graphite products exploited from the Antsirakambo and Marovintsy mining site, located in the province of Tamatave, Madagascar. Being the world’s second-largest graphite producer country, Madagascar hosts six large projects accounting for 3% of global production and 8% of worldwide reserves. The Vatomina and Sahamamy projects, operated by the British company Tirupati Graphite, are set to produce a combined 81,000 tonnes per year (tpy); Canadian company NextSource Materials’s projected Molo mine plans to produce 150,000 tpy upon full operation; The Ambatovy Project in Atsinanana is the largest mining operation in the country, producing around 4,730,000 tpy of run-of-mine material; Following Ambatovy, the Marovinsty Mine in Atsinanana is the second-largest project with 3,530,000 tpy of ROM production; The Ilakaka Mine in Ihorombe, managed by the World Sapphire Group, and the Bemanevika Mine in Boeny, operated by Kraomita Malagasy have order-of-magnitude production levels of 670,000 tpy and 140,000 tpy respectively. All of the companies and projects in Madagascar listed above pose direct competition to us and our products.

Government Regulation

Our food ordering & delivery services are subject to a wide variety of laws and regulations in Macau. These laws, regulations, and standards govern issues such as business registration, labor and employment, commissions and fees, anti-discrimination, payments, product liability, environmental protection, personal injury, text messaging, subscription services, intellectual property, consumer protection and warnings, marketing, taxation, privacy, data security, competition, terms of service, mobile application and website accessibility, money transmittal, and background checks. We are also subject to regulations and best practices stipulated by the Monetary and Foreign Exchange Authority of Macau (“AMCM”). Especially, AMCM requires us to open an official bank account under the supervision of AMCM and other equivalent Macau government departments. When a customer places an order on our Platform, the customer’s payment will directly go to this official bank account in the first step. We then settle the payment later with merchants periodically.

Our graphite trading business are subject to various laws and regulations in United States, as well as other jurisdictions, which govern prospecting, development, trading, exports, international shipping, taxes, labor standards, occupational health, protection of the environment, and other matters.

We believe that we are and will continue to be in compliance with all applicable laws and regulations passed in the United States and relevant jurisdictions. There are no current orders or directions relating to our company with respect to the foregoing laws and regulations.

The laws and government regulations are constantly evolving, and it is impossible to predict accurately the effect they may have upon our operations, earnings and its competitive position in the future.

Intellectual Property

We believe that our intellectual property rights are valuable and important to our business. We rely on trademarks, patents, copyrights, trade secrets, license agreements, intellectual property assignment agreements, confidentiality procedures, non-disclosure agreements, and employee non-disclosure agreements to establish and protect our proprietary rights.

We have devoted to identify and protect a substantial portion of our strategic intellectual property in logistics, selection optimization, and other technologies relevant to its business. As of December 31, 2024, we had 7 patents registered. In addition, we owned 141 registered trademarks and 102 software copyrights.

We intend to pursue additional intellectual property protection to the extent we believe it would be beneficial and cost-effective. Despite our efforts to protect our intellectual property rights, they may be infringed in the future or may be invalidated, circumvented, or challenged.

Employees

We believe that our future success will depend, in part, on our continued ability to attract, hire, and retain qualified personnel. As of December 31, 2024, we had approximately 490 full time employees and 393 part time employees, among which 560 are delivery drivers. Nearly all of our part-time employees are delivery riders. None of our employees are covered by collective bargaining agreements. We have not experienced any work stoppages, and we believe that our relationship with our employees remain healthy and positive.

Item 1A. RISK FACTORS

You should carefully consider the risk factors discussed below, as well as all other information, as an investment in the Company involves a high degree of risk. We operate in a changing environment that involves numerous known and unknown risks and uncertainties that could materially and adversely affect our operations. Any of the following risks could materially and adversely affect our business, financial condition, results of operations or prospects. However, the selected risks described below are not the only risks facing us. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial may also materially and adversely affect our business, financial condition, results of operations or prospects. In such a case, the trading price of our securities could decline.

Summary of Risk Factors

Risks Related to Doing Business in China and Macau

·Recent interventions by the PRC government in the business activities of U.S.-listed, China-based companies may negatively impact our operations in Macau.

·If certain PRC laws and regulations were to become applicable to a company like us, our business, financial condition, and results of operations, as well as the value of our common stock and our ability to offer or continue offering securities to investors could be materially and adversely affected. In such a scenario, we may face risks and uncertainties associated with the evolving PRC legal and regulatory landscape, including the interpretation and enforcement of laws, potential regulatory changes, and the broader complexities of the PRC legal system.