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What changed in Global Interactive Technologies, Inc.'s 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Global Interactive Technologies, Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+276 added−396 removedSource: 10-K (2025-04-30) vs 10-K (2024-07-16)

Top changes in Global Interactive Technologies, Inc.'s 2024 10-K

276 paragraphs added · 396 removed · 194 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

78 edited+36 added−62 removed28 unchanged
Biggest changeCurrently, China has the largest number of K-Culture fans with 86.32 million, followed by the United States with 16.69 million K-Culture fans. Due to regulatory concerns regarding data protection and privacy within China, the Company will not expand its business into China in order to protect the privacy of the Company’s users.
Biggest changeAs of the most recent data: ● China remains the country with the largest number of K-Culture fans, totaling 86.32 million , followed by: ◦ The United States : 27.17 million ◦ Thailand : 17.37 million ◦ Indonesia : 16.36 million ◦ Japan : 7.9 million ◦ Vietnam : 6.1 million ◦ Mexico : 5.5 million ◦ India : 5.2 million ◦ Philippines : 4.8 million ◦ Brazil : 4.6 million Due to regulatory concerns related to data privacy and national policy within China, the Company does not operate or provide services in China, Hong Kong, or Macau.
FP will be stored and quantified as rewards point within the FANTOO platform under the in-platform reward system structure that consists of (i) the Company’s FP reserve account, (ii) the Company’s active account for collected advertising revenue which was converted into FP and ready to distribute to users based on user contributions to the FANTOO platform, (iii) the Company’s recycled FP account, which stores FP after being spent by users to make purchases within the application, and (iv) each user’s individual account stores.
FP will be stored and quantified as rewards point within the FANTOO platform under the in-platform reward system structure that consists of (i) the Company’s FP reserve account, (ii) the Company’s active account for collected advertising revenue which was converted into FP and ready to distribute to users based on user contributions to the FANING platform, (iii) the Company’s recycled FP account, which stores FP after being spent by users to make purchases within the application, and (iv) each user’s individual account stores.
If posted for free, the creator will only receive rewards in FP in relation to the number of views and likes; however, if the creator charges for the content, we intend to collect 30% of the price paid by the user, with the remaining 70% being remitted to the seller; (iii) users can offer the service of translation matching, where a user offers to translate another user’s content for a commission (in either cash or FP), and the parties agree to split the sales revenue from the translated content at a pre-determined ratio, for which we will collect 30% of each sale, and remit the remainder to the creator and translator based on a split determined by the parties; and (iv) for transactions between users involving tangible goods or other non-platform based fandom items (such as concert tickets), we intend to charge a fee of 3.5% of the total value of the transaction at the time of sale. ● FANTOO ’ s Direct Advertising Platform.
If posted for free, the creator will only receive rewards in FP in relation to the number of views and likes; however, if the creator charges for the content, we intend to collect 30% of the price paid by the user, with the remaining 70% being remitted to the seller; (iii) users can offer the service of translation matching, where a user offers to translate another user’s content for a commission (in either cash or FP), and the parties agree to split the sales revenue from the translated content at a pre-determined ratio, for which we will collect 30% of each sale, and remit the remainder to the creator and translator based on a split determined by the parties; and (iv) for transactions between users involving tangible goods or other non-platform based fandom items (such as concert tickets), we intend to charge a fee of 3.5% of the total value of the transaction at the time of sale. ● FANING ’ s Direct Advertising Platform.
Access to the database is limited to permitted IP bands, and the backup function of the cloud service used to store data can be restored within a few hours in the event of a disaster recovery event such as a server failure. 4 User-to-User Interactions We developed FANTOO to include numerous opportunities for our users to engage with the platform, including clubs, community forums, chat functions, and functionality to create user-generated content, each of which are intended to build the FANTOO brand and deepen the loyalty of our users.
Access to the database is limited to permitted IP bands, and the backup function of the cloud service used to store data can be restored within a few hours in the event of a disaster recovery event such as a server failure. 4 User-to-User Interactions We developed FANING to include numerous opportunities for our users to engage with the platform, including clubs, community forums, chat functions, and functionality to create user-generated content, each of which are intended to build the FANING brand and deepen the loyalty of our users.
Users can also buy and sell user-translated copies of these webtoons through the “translation matching” services referenced above, allowing users across the globe to enjoy their favorite webtoons in their own language. ● User-generated content also includes any other content created and sold by FANTOO users, such as the FANTOO shop offerings described below. 5 Company-Created Content. FANTOO original content.
Users can also buy and sell user-translated copies of these webtoons through the “translation matching” services referenced above, allowing users across the globe to enjoy their favorite webtoons in their own language. ● User-generated content also includes any other content created and sold by FANING users, such as the FANING shop offerings described below. 5 Company-Created Content. FANING original content.
This original content is exclusively available on the FANTOO platform. From time-to-time, we may sell such content for distribution on other third-party channels and platforms. ● Concerts are hosted by FANTOO for its users across numerous musical genres, from Korean pop to independent music, in venues of all sizes, from stadiums to small stages.
This original content is exclusively available on the FANING platform. From time-to-time, we may sell such content for distribution on other third-party channels and platforms. ● Concerts are hosted by FANING for its users across numerous musical genres, from Korean pop to independent music, in venues of all sizes, from stadiums to small stages.
FANTOO also offers a fast, secure, and easy-to-use commerce and user-to-user transaction system. These unique features will allow FANTOO to generate user loyalty, maintain user interest in the platform, and attract new users. For growth, we intend to develop short content (two minutes) that will focus on interesting pop music and cultural topics.
FANING also offers a fast, secure, and easy-to-use commerce and user-to-user transaction system. These unique features will allow FANING to generate user loyalty, maintain user interest in the platform, and attract new users. For growth, we intend to develop short content (two minutes) that will focus on interesting pop music and cultural topics.
Core to our business is moving into a user-based content creation model that allows users varying ways to create and sell fandom content to other FANTOO users, including the content types described below: ● Fanart is artwork created by fans relating to artists, movies, and dramas they like. ● Web Novels are user written novels, uploaded by users to the FANTOO platform.
Core to our business is moving into a user-based content creation model that allows users varying ways to create and sell fandom content to other FANING users, including the content types described below: ● Fanart is artwork created by fans relating to artists, movies, and dramas they like. ● Web Novels are user written novels, uploaded by users to the FANING platform.
OUR STRENGTHS We differentiate ourselves from competing social networks through the power of a fully-integrated platform and established partnerships with leaders in the entertainment industry within South Korea. Our platform and partnerships enable our users to create clubs, communities, and gather over similar fandoms, all while monetizing their content and contributing to the FANTOO platform experience.
OUR STRENGTHS We differentiate ourselves from competing social networks through the power of a fully-integrated platform and established partnerships with leaders in the entertainment industry within South Korea. Our platform and partnerships enable our users to create clubs, communities, and gather over similar fandoms, all while monetizing their content and contributing to the FANING platform experience.
A club can be customized by its moderator according to various policies and preferences to cultivate a close group of users based upon a shared culture. Integrated within each FANTOO Club is a “Club Vault,” a service provided by FANTOO that allows the individual members of a Club to donate their personal FP to an account held by the Club.
A club can be customized by its moderator according to various policies and preferences to cultivate a close group of users based upon a shared culture. Integrated within each FANING Club is a “Club Vault,” a service provided by FANING that allows the individual members of a Club to donate their personal FP to an account held by the Club.
Once user requests for a community based around a certain topic exceed a pre-determined threshold, the FANTOO platform will create such a community based upon the users submitting the requests. FANTOO Chats Real-time multilingual translation capability, currently offered in 17 languages, allows both private messages and open chats via the FANTOO chats function without language barriers.
Once user requests for a community based around a certain topic exceed a pre-determined threshold, the FANING platform will create such a community based upon the users submitting the requests. FANING Chats Real-time multilingual translation capability, currently offered in 17 languages, allows both private messages and open chats via the FANING chats function without language barriers.
Users have the ability to create and sell registered digital stickers within the Fanshop to other users. 6 For both user-to-user transactions and transactions with the Company, payment can be made either by credit card through a secure, third-party payment system built into the FANTOO platform, or by settling the total with the use of FP.
Users have the ability to create and sell registered digital stickers within the Fanshop to other users. 6 For both user-to-user transactions and transactions with the Company, payment can be made either by credit card through a secure, third-party payment system built into the FANING platform, or by settling the total with the use of FP.
FANTOO further offers each user the ability to freely create, upload, and monetize their own content by earning in-platform rewards of FP. FANTOO removes language barriers, providing live chat ability between users worldwide, and global access to platform content, as the FANTOO platform supports automatic, real-time translation services for 17 languages.
FANING further offers each user the ability to freely create, upload, and monetize their own content by earning in-platform rewards of FP. FANING removes language barriers, providing live chat ability between users worldwide, and global access to platform content, as the FANING platform supports automatic, real-time translation services for 17 languages.
These videos will be distributed through FANTOO while concurrently being shown on third party social media platforms and video sharing websites. This new aspect of growth is important for a few reasons. First, it will further enhance the strength of the FANTOO community by fostering a greater degree of engagement.
These videos will be distributed through FANING while concurrently being shown on third party social media platforms and video sharing websites. This new aspect of growth is important for a few reasons. First, it will further enhance the strength of the FANING community by fostering a greater degree of engagement.
Users will be able to easily transition between different fandom clubs and communities, and seamlessly access the newest trends and popular cultures. This anticipated expansion is intended to make FANTOO a platform that can evolve with, and fully integrate, all fans utilizing the FANTOO platform, regardless of the continuous rise and fall of popular culture trends.
Users will be able to easily transition between different fandom clubs and communities, and seamlessly access the newest trends and popular cultures. This anticipated expansion is intended to make FANING a platform that can evolve with, and fully integrate, all fans utilizing the FANING platform, regardless of the continuous rise and fall of popular culture trends.
Through the Fanshop, users can purchase various items directly from FANTOO, such as gifts for artists, pre-paid cards, concert tickets, and other fandom goods using FP or cash. To the extent that items are purchased by the Company to sell within the FANTOO Fanshop, the Company uses cash to purchase the products and then lists the items in the Fanshop.
Through the Fanshop, users can purchase various items directly from FANING, such as gifts for artists, pre-paid cards, concert tickets, and other fandom goods using FP or cash. To the extent that items are purchased by the Company to sell within the FANING Fanshop, the Company uses cash to purchase the products and then lists the items in the Fanshop.
Since the intellectual property developed from user-data will be based on user-demand, we believe that any new intellectual property will facilitate user engagement and growth. ● Expansion to Other Fandoms. We intend to expand FANTOO outside of the K-Culture fandom, and into other fandoms across an expansive number of entertainment types and cultures.
Since the intellectual property developed from user-data will be based on user-demand, we believe that any new intellectual property will facilitate user engagement and growth. ● Expansion to Other Fandoms. We intend to expand FANING outside of the K-Culture fandom, and into other fandoms across an expansive number of entertainment types and cultures.
We intend to engage with individuals in various countries (“ Global Ambassadors ”) that will create theme-specific content aimed at potential users in the Global Ambassador’s region, and further communicate with fans and targeted users within their region, to increase the growth in the user-base, and attract fans of K-Culture within that region to the FANTOO platform.
We intend to engage with individuals in various countries (“ Global Ambassadors ”) that will create theme-specific content aimed at potential users in the Global Ambassador’s region, and further communicate with fans and targeted users within their region, to increase the growth in the user-base, and attract fans of K-Culture within that region to the FANING platform.
We believe that our fully engaged and satisfied users will be more likely to promote our platform voluntarily, thereby promoting organic growth through a continuous flow of new users by way of current user referrals. The rate of organic growth that we can achieve will accelerate the growth of FANTOO’s user-base. ● Special Event Hosting.
We believe that our fully engaged and satisfied users will be more likely to promote our platform voluntarily, thereby promoting organic growth through a continuous flow of new users by way of current user referrals. The rate of organic growth that we can achieve will accelerate the growth of FANING’s user-base. ● Special Event Hosting.
While many of these platforms have achieved success in growing users and have greater financial resources than the Company, we believe the FANTOO platform is the only all-in-one global fandom platform that also offers a unique user reward system that incentivizes users to participate and engage within the platform.
While many of these platforms have achieved success in growing users and have greater financial resources than the Company, we believe the FANING platform is the only all-in-one global fandom platform that also offers a unique user reward system that incentivizes users to participate and engage within the platform.
As the business grows, the Company intends to hire more employees and produce high-quality content that engages the users into the FANTOO platform. In addition to the content types similar to the categories listed above for user-generated content, FANTOO original content also includes: ● FANTOO original shows and web series are shows and web series produced by FANTOO.
As the business grows, the Company intends to hire more employees and produce high-quality content that engages the users into the FANING platform. In addition to the content types similar to the categories listed above for user-generated content, FANING original content also includes: ● FANING original shows and web series are shows and web series produced by FANING.
Users that cannot attend these concerts in person can access these concerts on FANTOO via our online streaming service, and tickets can be purchased, using FP or cash, in the FANTOO Shop, also known as the “Fanshop.” Third Party Content. Third party content includes content from trusted third-party media companies.
Users that cannot attend these concerts in person can access these concerts on FANING via our online streaming service, and tickets can be purchased, using FP or cash, in the FANING Shop, also known as the “Fanshop.” Third Party Content. Third party content includes content from trusted third-party media companies.
We intend to continue to invest in developing and implementing the newest technologies to ensure a better and more secure user experience compared to other social media platforms. ● Development of Intellectual Property. We intend to develop our own intellectual property assets based upon user-demand and data analysis from the FANTOO platform.
We intend to continue to invest in developing and implementing the newest technologies to ensure a better and more secure user experience compared to other social media platforms. ● Development of Intellectual Property. We intend to develop our own intellectual property assets based upon user-demand and data analysis from the FANING platform.
FANTOO Clubs concentrate on a specific topic, allowing moderators to control the Club functions, and the Club members to aggregate their FP rewards. Integrated within each FANTOO Club is a “Club Vault,” a service provided by FANTOO that allows the individual members of a Club to donate their personal FP to an account held by the Club.
FANING Clubs concentrate on a specific topic, allowing moderators to control the Club functions, and the Club members to aggregate their FP rewards. Integrated within each FANING Club is a “Club Vault,” a service provided by FANING that allows the individual members of a Club to donate their personal FP to an account held by the Club.
Management will continue to expand this aspect operations through the life of the business. 2 THE FANTOO ECOSYSTEM We designed FANTOO as an ecosystem that is easy for users to adapt and use all features throughout the platform, and for us to develop and roll-out new technologies and functionality.
Management will continue to expand this aspect of operations through the life of the business. 2 THE FANING ECOSYSTEM We designed FANING as an ecosystem that is easy for users to adapt and use all features throughout the platform, and for us to develop and roll-out new technologies and functionality.
FP Storage and Security FP are stored and managed through a database that is separate and apart from other databases used to store and manage other FANTOO app data. The separate FP database is operated to ensure maximum data confidentiality by minimizing access to the database and limiting the number of individuals who are able to access such database.
FP Storage and Security FP are stored and managed through a database that is separate and apart from other databases used to store and manage other FANING app data. The separate FP database is operated to ensure maximum data confidentiality by minimizing access to the database and limiting the number of individuals who are able to access such database.
Third party content can be uploaded to FANTOO pursuant to certain agreements between the Company and third-party providers. These articles and videos are provided in real time, with automatic translation support in 17 languages. FANTOO Fanshop The FANTOO Fanshop is the e-commerce service provided through the FANTOO platform to its users.
Third party content can be uploaded to FANING pursuant to certain agreements between the Company and third-party providers. These articles and videos are provided in real time, with automatic translation support in 17 languages. FANING Fanshop The FANING Fanshop is the e-commerce service provided through the FANING platform to its users.
FANTOO algorithms curate individual user experiences, recommending content, clubs to join, users to connect with, and enabling users to subscribe to keywords and access automatic content geared toward their interests. Through these services, FANTOO provides the fandom community a way to stay connected and up to date with their fandom communities.
FANING algorithms curate individual user experiences, recommending content, clubs to join, users to connect with, and enabling users to subscribe to keywords and access automatic content geared toward their interests. Through these services, FANING provides the fandom community a way to stay connected and up to date with their fandom communities.
FANTOO Clubs FANTOO Clubs are user-created based upon areas of interest in order to link users across the globe and create friendships. Users have the ability to create clubs based upon topics of their own choosing, such as favorite artists, television series, movies, video games, sports, and more.
FANING Clubs FANING Clubs are user-created based upon areas of interest in order to link users across the globe and create friendships. Users have the ability to create clubs based upon topics of their own choosing, such as favorite artists, television series, movies, video games, sports, and more.
The Club uVault allows the Club’s members to aggregate their FP and increase their purchasing power. This increase in purchasing power allows the Club’s users to more rapidly accumulate FP and pool their rewards, in order to purchase services such as fan events or the ability to live stream a concert from their favorite band.
The Club Vault allows the Club’s members to aggregate their FP and increase their purchasing power. This increase in purchasing power allows the Club’s users to more rapidly accumulate FP and pool their rewards, in order to purchase services such as fan events or the ability to live stream a concert from their favorite band.
We intend to directly engage with our advertisers. Without the need for third-party engagement, we can leverage the FANTOO platform to better understand advertisers and their expectations, ensuring we can create highly curated advertising products that will promote high levels of engagement and sales conversions for advertisers.
We intend to directly engage with our advertisers. Without the need for third-party engagement, we can leverage the FANING platform to better understand advertisers and their expectations, ensuring we can create highly curated advertising products that will promote high levels of engagement and sales conversions for advertisers.
In order to provide value to both our current users and targeted users, as well as promote activity within the FANTOO platform, we intend to host special themed events to which both current users and targeted users are invited. These events include K-pop concerts, dance performances, and other live shows.
In order to provide value to both our current users and targeted users, as well as promote activity within the FANING platform, we intend to host special themed events to which both current users and targeted users are invited. These events include K-pop concerts, dance performances, and other live shows.
Fantoo Point ( “ FP ” ) FP is a measurement of reward points within the FANTOO platform. Accruing FP allows users to redeem FP for a wide variety of products and services within FANTOO, including content from other users and artists available on FANTOO, K-Culture merchandise, and more.
Faning Point ( “ FP ” ) FP is a measurement of reward points within the FANING platform. Accruing FP allows users to redeem FP for a wide variety of products and services within FANING, including content from other users and artists available on FANING, K-Culture merchandise, and more.
We intend to derive revenue from multiple revenue sources, including: (i) advertising revenue, which includes advertisement sales through the placement of banners, splash advertising, pop-up advertisement within the platform, in-platform promotions, branded content productions, and other FANTOO produced programs; (ii) content sales revenue as FANTOO continues to produce original content, such as web series, sold to FANTOO users or otherwise licensed to other third party media services; and (iii) the sale of e-commerce goods through FANTOO’s Fanshop, including the latest fandom goods and concert tickets. ● Value Creation Through Revenue Derived From User Activity.
We intend to derive revenue from multiple revenue sources, including: (i) advertising revenue, which includes advertisement sales through the placement of banners, splash advertising, pop-up advertisement within the platform, in-platform promotions, branded content productions, and other FANING produced programs; (ii) content sales revenue as FANING continues to produce original content, such as web series, sold to FANING users or otherwise licensed to other third party media services; and (iii) the sale of e-commerce goods through FANING’s Fanshop, including the latest fandom goods and concert tickets. ● Value Creation Through Revenue Derived From User Activity.
At midnight of each day, all advertising revenue for that day is accumulated, and 50% of that day’s total net advertising profits are distributed as FP to users, based upon their level of contribution within the FANTOO platform.
At midnight of each day, all advertising revenue for that day is accumulated, and 50% of that day’s total net advertising profits are distributed as FP to users, based upon their level of contribution within the FANING platform.
We believe this will increase advertising revenue and build sustainable relationships with advertisers, while concurrently increasing the attractiveness of the FANTOO platform to new advertisers and users interested in the products advertised within the FANTOO platform. ● Industry Leading Privacy and Safety.
We believe this will increase advertising revenue and build sustainable relationships with advertisers, while concurrently increasing the attractiveness of the FANING platform to new advertisers and users interested in the products advertised within the FANING platform. ● Industry Leading Privacy and Safety.
Our Global Ambassadors will focus on users who enjoy K-Culture while simultaneously promoting FANTOO and hosting localized events. ● Building Strong User-Relationships. We intend to build strong ties with our existing users to increase their loyalty.
Our Global Ambassadors will focus on users who enjoy K-Culture while simultaneously promoting FANING and hosting localized events. ● Building Strong User-Relationships. We intend to build strong ties with our existing users to increase their loyalty.
Privacy and safety is provided by the FANTOO platform through the implementation of artificial intelligence (“ AI ”). ● High User Engagement. We intend to drive user engagement by offering a one-stop fandom platform and by offering an in-platform reward system.
Privacy and safety is provided by the FANING platform through the implementation of artificial intelligence (“ AI ”). ● High User Engagement. We intend to drive user engagement by offering a one-stop fandom platform and by offering an in-platform reward system.
Within the FANTOO platform our objective is for users to benefit from a wide range of products and services offered, and we intend to continuously expand our product and service offerings as the user-base and revenue grow.
Within the FANING platform our objective is for users to benefit from a wide range of products and services offered, and we intend to continuously expand our product and service offerings as the user-base and revenue grow.
Broadening our product offerings will ensure FANTOO grows along with the fandom community in which it operates, eventually creating a one-stop platform for our users across all fandoms. ● Continued Research and Development.
Broadening our product offerings will ensure FANING grows along with the fandom community in which it operates, eventually creating a one-stop platform for our users across all fandoms. ● Continued Research and Development.
Users have the ability to create emojis and register them in the Fanshop to generate sales by selling them to other users, generating FP in such transactions. ● Augmented reality ( “ AR ” ) filters used in videos within the FANTOO platform .
Users have the ability to create emojis and register them in the Fanshop to generate sales by selling them to other users, generating FP in such transactions. ● Augmented reality ( “ AR ” ) filters used in videos within the FANING platform .
Decisions regarding the use of the accumulated FP within the Club Vault are determined by a vote of the Club members. Our users are the core of our business. We provide our users with customized experiences, including unique interactions within the FANTOO community.
Decisions regarding the use of the accumulated FP within the Club Vault are determined by a vote of the Club members. Our users are the core of our business. We provide our users with customized experiences, including unique interactions within the FANING community.
FANTOO is available to individuals 12 years and older and has an age restriction set that will not allow users under the age of 12 to sign up. 3 User Reward System The reward system is the basis of FANTOO ecosystem.
FANING available to individuals 12 years and older and has an age restriction set that will not allow users under the age of 12 to sign up. 3 User Reward System The reward system is the basis of FANING ecosystem.
Decisions regarding the use of accumulated FP within the Club Vault are determined by a vote of the Club members. FANTOO Communities FANTOO communities are open forums where user-generated content is socially promoted and curated by FANTOO users.
Decisions regarding the use of accumulated FP within the Club Vault are determined by a vote of the Club members. FANING Communities FANING communities are open forums where user-generated content is socially promoted and curated by FANING users.
Our core business strategy is to promote the FANTOO platform and grow our global user base, which will drive revenue growth by increasing advertising revenue and user activity-based revenue. ● Broaden Product and Service Offerings.
Our core business strategy is to promote the FANTING platform and grow our global user base, which will drive revenue growth by increasing advertising revenue and user activity-based revenue. ● Broaden Product and Service Offerings.
For the avoidance of doubt, the issuance of FP from advertising revenue is limited to advertising revenue generated within the FANTOO platform, and the Company may earn revenue from advertising outside of the FANTOO platform that would not result in the issuance of FP.
For the avoidance of doubt, the issuance of FP from advertising revenue is limited to advertising revenue generated within the FANING platform, and the Company may earn revenue from advertising outside of the FANING platform that would not result in the issuance of FP.
The more FP a user earns, the more purchasing power the user has within the FANTOO platform, allowing users to purchase goods and/or services within the FANTOO platform either directly from us or from other users.
The more FP a user earns, the more purchasing power the user has within the FANING platform, allowing users to purchase goods and/or services within the FANING platform either directly from us or from other users.
FANTOO’s users are able to seamlessly interact with each other to discuss exciting K-POP topics. 1 FANTOO allows fans to interact within their fandoms and discuss these interests, create and share content, and interact through a number of channels, including (i) secure, direct messaging, (ii) open social pages, and (iii) virtual spaces (“ FANTOO Clubs ” or “ Clubs ”).
FANING’s users are able to seamlessly interact with each other to discuss exciting K-POP topics. 1 FANING allows fans to interact within their fandoms and discuss these interests, create and share content, and interact through a number of channels, including (i) secure, direct messaging, (ii) open social pages, and (iii) virtual spaces (“ FANING Clubs ” or “ Clubs ”).
Any profit will be distributed automatically by FANTOO based on their prior agreement. ● Webtoons are user-created digital comics, uploaded by users to the FANTOO platform.
Any profit will be distributed automatically by FANING based on their prior agreement. ● Webtoons are user-created digital comics, uploaded by users to the FANING platform.
Within the Fanshop, FANTOO users can also participate in user-to-user transactions, such as selling or purchasing the following: ● Emojis used within chats on the FANTOO platform.
Within the Fanshop, FANING users can also participate in user-to-user transactions, such as selling or purchasing the following: ● Emojis used within chats on the FANING platform.
The partnership benefits FANTOO users through the synergy between these organizations and the FANTOO platform, such as content creation, hosting K-pop concerts, and much more.
The partnership benefits FANING users through the synergy between these organizations and the FANING platform, such as content creation, hosting K-pop concerts, and much more.
FANTOO’s launch included a rollout of our messenger, community and club technologies, along with our reward system for users, as described below.
FANING’s launch included a rollout of our messenger, community and club technologies, along with our reward system for users, as described below.
Since FANTOO’s launch in May 2021, the FANTOO platform has attracted more than 26.6 million users, as of December 31, 2023, from the regions in the chart below: The main age groups that compose our use base are the 20-29-year age group, and 30-39-year age group, as set forth in the chart below: The combined age groups of 20-39 years have the highest purchasing power among commercial and entertainment industries, and accounts for more than 80% of all FANTOO users, with a median age of 27 years old.
Since FANING’s launch in May 2021, the FANING platform has attracted more than 26.6 million users, as of December 31, 2024, from the regions in the chart below: The main age groups that compose our use base are the 20-29-year age group, and 30-39-year age group, as set forth in the chart below: The combined age groups of 20-39 years have the highest purchasing power among commercial and entertainment industries, and accounts for more than 80% of all FANING users, with a median age of 27 years old.
The Company also creates and distributes its own content. Content is distributed within the FANTOO platform both for free and for sale for premium content. The Company currently has 25 key employees broken up into a number of content-creating teams that cast entertainers for creating original video content, primarily uploaded on FANTOO TV within the FANTOO platform.
The Company also creates and distributes its own content. Content is distributed within the FANING platform both for free and for sale for premium content. The Company currently has 12 key employees broken up into a number of content-creating teams that cast entertainers for creating original video content, primarily uploaded on FANING TV within the FANING platform.
These features are intended to allow the FANTOO platform to keep and maintain a highly engaged user-base, loyal to the FANTOO platform and its brand.
These features are intended to allow the FANING platform to keep and maintain a highly engaged user-base, loyal to the FANING platform and its brand.
Users have the ability to create and sell registered AR filters within the Fanshop to other users. ● Digital stickers used within the FANTOO platform.
Users have the ability to create and sell registered AR filters within the Fanshop to other users. ● Digital stickers used within the FANING platform.
We intend to generate revenue from the sale of goods and/or services within the FANTOO platform from one user to another.
We intend to generate revenue from the sale of goods and/or services within the FANING platform from one user to another.
This new Business unit will integrate a full ordering management system (OMS), cross border shipping management tools, and seller shipping tools, It will fine an immense audience, on a global basis, among companies and independent entre preneurs that are seeking to target younger demographics with their products.
This new business unit will integrate a full ordering management system (“OMS”), cross border shipping management tools, and seller shipping tools. It has the potential to reach an immense audience, on a global basis, among companies and independent entre preneurs that are seeking to target younger demographics with their products.
Users earn FP based on: (i) the level of each user’s activity within the FANTOO platform; and (ii) the revenue we derive from FANTOO’s advertising sales.
Users earn FP based on: (i) the level of each user’s activity within the FANING platform; and (ii) the revenue we derive from FANING’s advertising sales.
The operations of the Epic eCommerce platform will catapult the income of Hanryu Holdings. This is state -of-the-art eCommerce marketplace will allow for substantial revenues to be produced by facilitating sales among companies that want to provide their inventories to the FANTOO user base. The platform will provide a complete end-to-end sales and logistics solution for enrolled users.
This is state -of-the-art eCommerce marketplace will allow for substantial revenues to be produced by facilitating sales among companies that want to provide their inventories to the FANING user base. The platform will provide a complete end-to-end sales and logistics solution for enrolled users.
If the item sold in the user-to-user transaction requires shipping, the Company intends on partnering with providers such as Qxpress to provide shipping services for which the fee will be bundled into the total transaction cost. Alternatively, users can ship the item directly using another third-party shipping service. Also, Hanryu Holdings set up international logistic service for FANTOO with partners.
If the item sold in the user-to-user transaction requires shipping, the Company intends on partnering with providers such as Qxpress to provide shipping services for which the fee will be bundled into the total transaction cost. Alternatively, users can ship the item directly using another third-party shipping service.
These features were developed to position FANTOO to successfully complete with the more established platforms and facilitate an active fandom experience. Partnerships On April 19, 2021, HBC entered into a memorandum of understanding with the Federation of Artistic & Cultural Organization of Korea (“ FACO ”) (the “ MOU ”).
These features were developed to position FANING to successfully complete with the more established platforms and facilitate an active fandom experience. Partnerships On April 19, 2021, Hanryu Bank Co., Ltd. (“HBC”), our wholly owned subsidiary entered into a memorandum of understanding with the Federation of Artistic & Cultural Organization of Korea (“ FACO ”) (the “ MOU ”).
The benefits of using this system include: ● Sell globally with one origin ● Duty-free for eCommerce orders ● Provide guidelines for eCommerce customs clearance ● Various shipping options to choose and create last-mile labels from our system ● Fast international shipping and reduced costs ● Provide local fulfillment services to various countries ● Customs clearance status ● Shipment tracking system The key markets that Management will target for Epic’s operations include: ● South Korea ● Hong Kong ● Japan ● Malaysia ● Singapore ● Thailand ● Indonesia ● Taiwan 7 OUR OPPORTUNITY With the global explosion of the Korean Wave, K-Culture has become widely influential throughout the world, creating a significant and sustainable industry in which the Company operates.
The benefits of using this system include: ● Sell globally with one origin ● Duty-free for eCommerce orders ● Provide guidelines for eCommerce customs clearance ● Various shipping options to choose and create last-mile labels from our system ● Fast international shipping and reduced costs ● Provide local fulfillment services to various countries ● Customs clearance status ● Shipment tracking system 7 The key markets that Management will target for Epic’s operations include: ● South Korea ● Hong Kong ● Japan ● Malaysia ● Singapore ● Thailand ● Indonesia ● Taiwan Our Opportunity With the continued global expansion of the Korean Wave (Hallyu), K-Culture has become a dominant cultural force, shaping trends in entertainment, media, fashion, and consumer behavior across the world.
This will allow various literary works and written content to be spoken to the user in the user’s favorite celebrity’s voice. ● AI-powered nudity detection that automatically filters and blocks users from exposure to nudity if uploaded on the FANTOO platform. ● AI-enabled deepfake detection that performs verification services to identify whether images and/or videos uploaded on the FANTOO platform are actually authentic images/videos of the person depicted in the video, or if the image/video was falsified and computer generated through the use of “deepfake” technology. 11 Infrastructure Through a wholly owned subsidiary, we currently lease property located on the central bank of the Han River in the Seoul Marina, the largest Korean Wave culture center in Korea.
This will allow various literary works and written content to be spoken to the user in the user’s favorite celebrity’s voice. ● AI-powered nudity detection that automatically filters and blocks users from exposure to nudity if uploaded on the FANING platform. ● AI-enabled deepfake detection that performs verification services to identify whether images and/or videos uploaded on the FANING platform are actually authentic images/videos of the person depicted in the video, or if the image/video was falsified and computer generated through the use of “deepfake” technology.
We intend to achieve user growth by utilizing the following strategies: ● Localized Marketing Efforts. As we intend to capture a larger percentage of the global fandom market, we will need to effectively develop marketing for each region’s fandom community. This will require localized marketing efforts for regional marketing to be successful.
Currently, we focus on our core target in K-Culture, and specifically, the K-pop fandom. We intend to achieve user growth by utilizing the following strategies: ● Localized Marketing Efforts. As we intend to capture a larger percentage of the global fandom market, we will need to effectively develop marketing for each region’s fandom community.
Therefore, we plan to set up branches in the U.S. in the first half of 2023, and plan to hire around 20 developers to localize the services of FANTOO.
It is important for us to localize our services and marketing strategies in order to expand our business in the U.S. Therefore, we plan to set up branches in the U.S. in the first half of 2025, and plan to hire around 20 developers to localize the services of FANING.
We believe we can successfully develop regional marketing results by: (i) partnering with local content creators to create regional-specific marketing; and (ii) partnering with local advertising agencies to develop advertising campaigns that will attract regional users. It is important for us to localize our services and marketing strategies in order to expand our business in the U.S.
This will require localized marketing efforts for regional marketing to be successful. We believe we can successfully develop regional marketing results by: (i) partnering with local content creators to create regional-specific marketing; and (ii) partnering with local advertising agencies to develop advertising campaigns that will attract regional users.
FANTOO will enrich users fandom experience by providing an all-in-one platform for fandom content, including news, popular culture, discussions, live shows, and fan creativity. FANTOO is currently available in 17 languages, with real-time translation services. These real time translation services enable our users to communicate with each other across the globe without language barriers.
OUR VALUE We focus on providing user-centric services to provide a single platform that can address and satisfy the interests of fans within FANING. FANING will enrich users fandom experience by providing an all-in-one platform for fandom content, including news, popular culture, discussions, live shows, and fan creativity. FANING is currently available in 17 languages, with real-time translation services.
In addition, FANTOO further allows users to freely create and monetize their own content, enabling fast and secure user-to-user sales. Within FANTOO, our reward system ensures users are rewarded with FP for staying active and creative within the platform, as well as attracting new users.
Within FANING, our reward system ensures users are rewarded with FP for staying active and creative within the platform, as well as attracting new users.
For languages that are not available for real-time translation, FANTOO provides a solution through the use of translation matching services among users. Through the translation matching services, FANTOO ensures that content is accurately translated and available to a greater number of global fans in their own languages.
Through the translation matching services, FANING ensures that content is accurately translated and available to a greater number of global fans in their own languages. In addition, FANING further allows users to freely create and monetize their own content, enabling fast and secure user-to-user sales.
Generally, these events are driven by user input by way of voting for events that our users would prefer to attend. The participation of our users within our platform to determine upcoming events further encourages users to be active within the FANTOO platform. TECHNOLOGY FANTOO was designed and developed to connect fans across the globe.
Generally, these events are driven by user input by way of voting for events that our users would prefer to attend.
Cost of Compliance with Environmental Laws We have not incurred any costs associated with compliance with environmental regulations, nor do we anticipate any future costs associated with environmental compliance; however, no assurances can be given that we will not incur such costs in the future. Facilities Marine Island Co., Ltd.
Cost of Compliance with Environmental Laws To date, we have not incurred any material costs associated with compliance with environmental laws or regulations. We do not currently anticipate incurring such costs in the near future; however, we cannot guarantee that this will remain the case as our operations expand or regulations evolve.
See “Risk Factors — Our decision not to provide products and services and to restrict user access in China (including Hong Kong and Macau) will limit our total addressable market and may limit our ability to grow our business” for additional information.
For further details, refer to “Risk Factors — Our decision not to provide products and services and to restrict user access in China (including Hong Kong and Macau) will limit our total addressable market and may limit our ability to grow our business…” In parallel with this cultural momentum, K-Culture ’ s global purchasing power was estimated at $147.3 billion as of 2023, according to the Korea Creative Content Agency (KOCCA) .
On August 1, 2023, the Company’s stock began trading on the Nasdaq Capital Market under the symbol “HRYU” On December 28, 2023, HBC sold owned whole shares of Hanryu Times, Fantoo Entertainment, and K-Commerce, FANTOO FANTOO has become a globally recognized platform for providing an amazing and active community among people that have an interest in K-POP and modern Korean culture.
FANING ( successor to the Fantoo platform ) FANING has become a globally recognized platform for providing an amazing and active community among people that have an interest in K-POP and modern Korean culture. The multifaceted nature of the Company’s operations has solidified the business’ reputation as one of the preeminent platforms for fandom.
The MSIT built the Metaverse Alliance to coordinate and facilitate the development of virtual and augmented reality platforms. Approximately 643 firms have joined MSIT to date, including Samsung, Hyundai Motors and Naver. 12 We currently registered copyrights of characters as follow: Registration Date Registration No.
The MSIT built the Metaverse Alliance to coordinate and facilitate the development of virtual and augmented reality platforms.
Employees and Labor Relations We currently have 49 full-time and 3 full-time equivalent employees. Additionally, we occasionally enter into agreements with contractors, on an as-needed basis, to perform certain services, including contract workers. We believe that we maintain a good working relationship with our employees, and we have not experienced any labor disputes.
Employees and Labor Relations As of December 31, 2024, the Company had five full-time employed directly through Global Interactive Technologies, Inc., with an additional seven full-time employees through Faning Korea, LLC. Additionally, we occasionally enter into agreements with contractors, on an as-needed basis, to perform certain services, including contract workers.
Laws and regulations in each jurisdiction where we do business continue to develop and evolve rapidly. As a result, it is possible that we may not be, or may not have been, compliant with each such applicable law or regulation.
As a result, there may be instances where we are not, or may not have been, fully compliant with all applicable requirements in every jurisdiction.
Among the virtual concerts held across a number of platforms, BTS’s first online concert, entitled Bang Con: The Live, received 756,000 views from over 107 countries, which according to the Guinness Book of World Records, set a new world-record for the most live-stream attendees at a virtual music concert on a custom social media platform.
For example, BTS’s virtual concert Bang Bang Con: The Live set a Guinness World Record with 756,000 concurrent viewers from 107 countries .
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Item 1. Business. Overview Hanryu Holdings, Inc., a Delaware corporation (“ Hanryu Holdings ”), along with our wholly owned operating subsidiaries, Hanryu Bank Co., Ltd. (“ HBC ”), FNS Co., Ltd. (“ FNS ”), and Marine Island Co., Ltd.
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Item 1. Business. Overview Global Interactive Technologies, Inc. (the “Company”), a Delaware corporation formerly known as Hanryu Holdings, Inc., is a technology-driven platform company connecting global fans of Korean culture through innovative digital experiences. The Company operates Faning, a comprehensive interactive platform designed to facilitate content discovery, monetization, user-generated content, and deep community engagement among global fandom communities.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeOn May 21, 2024, we received a delinquency compliance alert notice (the “ Notice ”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“ Nasdaq ”) advising the Company that due to the Company’s failure to timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2024 and because the Company remains delinquent in filing its Form 10-K for the year ended December 31, 2023 with the Securities and Exchange Commission (the “ SEC ”), the Company is not in compliance with Nasdaq’s continued listing requirements under Nasdaq Listing Rule 5250(c)(1), which requires the timely filing of all required periodic reports with the SEC.
Biggest changeThe Notice stated that the Company was not in compliance with Nasdaq’s continued listing requirements under Nasdaq Listing Rule 5250(c)(1), as the Company had failed to timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2024, and remained delinquent in filing its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, with the U.S.
We have also launched/have announced plans to develop digital payments products and services, which may subject us to many of the foregoing risks and additional licensing requirements. Changes in tax laws or regulations that are applied adversely to us or our customers may have a material adverse effect on our business, cash flow, financial condition or results of operations.
We have also launched/have announced plans to develop digital payments products and services, which may subject us to many of the foregoing risks and additional licensing requirements. 22 Changes in tax laws or regulations that are applied adversely to us or our customers may have a material adverse effect on our business, cash flow, financial condition or results of operations.
The effect of any future legal or regulatory change is impossible to predict, but such laws, regulations or directives may directly and negatively impact our business. Governments may in the future curtail or outlaw the acquisition, use or redemption of digital assets. Ownership of, holding or trading in digital assets may then be considered illegal and subject to sanction.
The effect of any future legal or regulatory change is impossible to predict, but such laws, regulations or directives may directly and negatively impact our business. 31 Governments may in the future curtail or outlaw the acquisition, use or redemption of digital assets. Ownership of, holding or trading in digital assets may then be considered illegal and subject to sanction.
As further set forth below, we anticipate that we will need significant additional capital, or we may be required to curtail or cease operations. To continue as a going concern, we will require significant additional capital, which we may be unable to obtain. The revenues generated from our operations are not presently sufficient to sustain our operations.
As further set forth below, we anticipate that we will need significant additional capital, or we may be required to curtail or cease operations. 14 To continue as a going concern, we will require significant additional capital, which we may be unable to obtain. The revenues generated from our operations are not presently sufficient to sustain our operations.
Under certain circumstances, such failure to comply by the Company could also result in criminal sanctions. 31 As blockchain networks and digital assets have grown in popularity and in market size, governments and regulatory agencies have begun to take interest in, and in some cases regulate, their use and operation.
Under certain circumstances, such failure to comply by the Company could also result in criminal sanctions As blockchain networks and digital assets have grown in popularity and in market size, governments and regulatory agencies have begun to take interest in, and in some cases regulate, their use and operation.
Although we have experienced significant growth since FANTOO was launched, our historical growth rate may not be indicative of our future performance due to our limited operating history and the rapid evolution of our business model, including a focus on the FANTOO application.
Although we have experienced significant growth since FANING(FANTOO) was launched, our historical growth rate may not be indicative of our future performance due to our limited operating history and the rapid evolution of our business model, including a focus on the FANING application.
In the event that content shown on FANTOO is subject to censorship, access to our products is restricted, in whole or in part, in one or more countries, we are required to or elect to make changes to our operations, or other restrictions are imposed on our products, or our competitors are able to successfully penetrate new geographic markets or capture a greater share of existing geographic markets that we cannot access or where we face other restrictions, our ability to retain or increase our user base, user engagement, or the level of advertising by marketers may be adversely affected, we may not be able to maintain or grow our revenue as anticipated, and our financial results could be adversely affected.
In the event that content shown on FANING is subject to censorship, access to our products is restricted, in whole or in part, in one or more countries, we are required to or elect to make changes to our operations, or other restrictions are imposed on our products, or our competitors are able to successfully penetrate new geographic markets or capture a greater share of existing geographic markets that we cannot access or where we face other restrictions, our ability to retain or increase our user base, user engagement, or the level of advertising by marketers may be adversely affected, we may not be able to maintain or grow our revenue as anticipated, and our financial results could be adversely affected.
OenStop Assurance, PAC, our independent registered public accounting firm for the fiscal year ended December 31, 2023 and December 31, 2022, has included an explanatory paragraph in their opinion that accompanies our audited consolidated financial statements as of and for the year ended December 31, 2023 and December 31, 2022, indicating that our recurring losses from operations and a working capital deficiency raises substantial doubt about our ability to continue as a going concern.
OenStop Assurance, PAC, our independent registered public accounting firm for the fiscal year ended December 31, 2024 and December 31, 2023, has included an explanatory paragraph in their opinion that accompanies our audited consolidated financial statements as of and for the year ended December 31, 2024 and December 31, 2023, indicating that our recurring losses from operations and a working capital deficiency raises substantial doubt about our ability to continue as a going concern.
Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations and civil or criminal sanctions. 38 We may need additional capital, and we may be unable to obtain such capital in a timely manner or on acceptable terms, or at all.
Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list, regulatory investigations and civil or criminal sanctions. 39 We may need additional capital, and we may be unable to obtain such capital in a timely manner or on acceptable terms, or at all.
We often rely not only on our own initiatives and innovations, but also on third parties, including some of our competitors, for the development of and access to new technologies. 18 In addition, because our products and services are designed to operate with a variety of systems, infrastructures, and devices, we need to continuously modify and enhance our products and services to keep pace with changes in mobile, software, communication, and database technologies.
We often rely not only on our own initiatives and innovations, but also on third parties, including some of our competitors, for the development of and access to new technologies. 16 In addition, because our products and services are designed to operate with a variety of systems, infrastructures, and devices, we need to continuously modify and enhance our products and services to keep pace with changes in mobile, software, communication, and database technologies.
The audited report of our independent registered public accounting firm to the financial statements for the years ended December 31, 2023, and 2022, included elsewhere in the Report, contains an explanatory paragraph stating that our recurring losses from operations, accumulated deficit and negative working capital raise substantial doubt about our ability to continue as a going concern.
The audited report of our independent registered public accounting firm to the financial statements for the years ended December 31, 2024, and 2023, included elsewhere in the Report, contains an explanatory paragraph stating that our recurring losses from operations, accumulated deficit and negative working capital raise substantial doubt about our ability to continue as a going concern.
We believe that our continued growth will depend on many factors, including our ability to develop new sources of revenues, diversify monetization methods including advertising revenue, attract and retain users, increase engagement on our FANTOO platform, continue developing innovative technologies and application uses in response to shifting demand in the market, increase brand awareness, and expand into new markets.
We believe that our continued growth will depend on many factors, including our ability to develop new sources of revenues, diversify monetization methods including advertising revenue, attract and retain users, increase engagement on our FANING platform, continue developing innovative technologies and application uses in response to shifting demand in the market, increase brand awareness, and expand into new markets.
In addition to the application of the Digital Asset Laws arising as a result of the use of FP in various jurisdictions, our operation of the FANTOO platform within South Korea and the issuance of FP to users engaging with the FANTOO platform may subject us to various regulations in South Korea, including the Financial Investment Services and Capital Markets Act (“ FISCM ”) and the Act on Reporting and Using Specified Financial Transaction Information (“ RSFTI ”).
In addition to the application of the Digital Asset Laws arising as a result of the use of FP in various jurisdictions, our operation of the FANING platform within South Korea and the issuance of FP to users engaging with the FANING platform may subject us to various regulations in South Korea, including the Financial Investment Services and Capital Markets Act (“ FISCM ”) and the Act on Reporting and Using Specified Financial Transaction Information (“ RSFTI ”).
As a result, fewer broker-dealers may be willing to make a market in our common stock, reducing a stockholder’s ability to resell shares, as well as overall liquidity, of our common stock. 37 We will incur increased costs as a result of operating as a listed public company and our management will be required to devote substantial time to new compliance initiatives and corporate governance practices .
As a result, fewer broker-dealers may be willing to make a market in our common stock, reducing a stockholder’s ability to resell shares, as well as overall liquidity, of our common stock. 38 We will incur increased costs as a result of operating as a listed public company and our management will be required to devote substantial time to new compliance initiatives and corporate governance practices .
Conversely, to the extent that we need to convert U.S. dollars into Korean Won for our operations, appreciation of the Korean Won against the U.S. dollar would have an adverse effect on the Korean Won amount we would receive. 24 Tensions with North Korea could have an adverse effect on our business, financial condition, and results of operations, and the price per share of our common stock.
Conversely, to the extent that we need to convert U.S. dollars into Korean Won for our operations, appreciation of the Korean Won against the U.S. dollar would have an adverse effect on the Korean Won amount we would receive. 23 Tensions with North Korea could have an adverse effect on our business, financial condition, and results of operations, and the price per share of our common stock.
We expect to continue to invest heavily in our product development and operations, to focus on our FANTOO platform to increase our user base to support future growth, and to meet our expanded reporting and compliance obligations as a public company. We may not generate sufficient revenue to offset such costs to achieve or sustain profitability in the future.
We expect to continue to invest heavily in our product development and operations, to focus on our FANING platform to increase our user base to support future growth, and to meet our expanded reporting and compliance obligations as a public company. We may not generate sufficient revenue to offset such costs to achieve or sustain profitability in the future.
Any future deterioration of the Korean economy or the global economy could adversely affect our business, financial condition, and results of operations. 27 New legislative proposals may expose our business to additional risks from litigation, regulation, and government investigations. We are subject to changing laws and regulations everywhere we do business, including in Korea.
Any future deterioration of the Korean economy or the global economy could adversely affect our business, financial condition, and results of operations. 26 New legislative proposals may expose our business to additional risks from litigation, regulation, and government investigations. We are subject to changing laws and regulations everywhere we do business, including in Korea.
Our success will require significant investments to produce original content and acquire the rights to third-party content, as well as the establishment and maintenance of key content and distribution partnerships. 19 We must continually add new users and meaningfully engage with existing users to manage turnover, or “churn,” to grow our business.
Our success will require significant investments to produce original content and acquire the rights to third-party content, as well as the establishment and maintenance of key content and distribution partnerships. 17 We must continually add new users and meaningfully engage with existing users to manage turnover, or “churn,” to grow our business.
Our business partially depends on services provided by, and relationships with, various third parties, including cloud hosting and broadband providers, among others. To this end, when our cloud hosting and broadband vendors experience outages, our services offered through FANTOO and related applications will be negatively impacted and alternative resources will not be immediately available.
Our business partially depends on services provided by, and relationships with, various third parties, including cloud hosting and broadband providers, among others. To this end, when our cloud hosting and broadband vendors experience outages, our services offered through FANING and related applications will be negatively impacted and alternative resources will not be immediately available.
Governments may also take regulatory action that may increase the cost and/or subject digital asset companies to additional regulation. Judicial determinations may also have an adverse impact on the trading of digital assets. Users of FANTOO are issued FP for engaging and transacting within the Company ’ s ecosystem.
Governments may also take regulatory action that may increase the cost and/or subject digital asset companies to additional regulation. Judicial determinations may also have an adverse impact on the trading of digital assets. Users of FANING are issued FP for engaging and transacting within the Company ’ s ecosystem.
Our ability to attract, engage and retain users within the FANTOO platform, as well as the corresponding advertising revenues they generate, will depend on our ability to consistently provide appealing and differentiated content globally, effectively market our content and services and provide a quality experience for selecting and viewing that content.
Our ability to attract, engage and retain users within the FANING platform, as well as the corresponding advertising revenues they generate, will depend on our ability to consistently provide appealing and differentiated content globally, effectively market our content and services and provide a quality experience for selecting and viewing that content.
We rely on trademark law, trade secret protection and confidentiality and license agreements with our employees and others to protect our proprietary rights. We have invested significant resources to develop our own intellectual property and acquire licenses to use and distribute the intellectual property of others in the operation of the FANTOO platform.
We rely on trademark law, trade secret protection and confidentiality and license agreements with our employees and others to protect our proprietary rights. We have invested significant resources to develop our own intellectual property and acquire licenses to use and distribute the intellectual property of others in the operation of the FANING platform.
Payment transactions may subject us to additional regulatory requirements and other risks that could be costly and difficult to comply with or that could harm our business. Our users can purchase virtual and digital goods from creators and developers within our platform and infrastructure on FANTOO.
Payment transactions may subject us to additional regulatory requirements and other risks that could be costly and difficult to comply with or that could harm our business. Our users can purchase virtual and digital goods from creators and developers within our platform and infrastructure on FANING.
We also could be required to stop offering, distributing or supporting the FANTOO application, or other features or services which incorporate the affected intellectual property rights, redesign products, features or services to avoid infringement, or obtain a license, all of which could be costly and harm our business.
We also could be required to stop offering, distributing or supporting the FANING application, or other features or services which incorporate the affected intellectual property rights, redesign products, features or services to avoid infringement, or obtain a license, all of which could be costly and harm our business.
Our dependence on third-party relationships with content producers and distribution channels to develop and distribute entertainment content is critical to the success of the FANTOO Platform. We rely on third party relationships with content producers and distribution channels to develop and distribute entertainment content. Our financial performance may be adversely affected by our relationships with content producers and distribution channels.
Our dependence on third-party relationships with content producers and distribution channels to develop and distribute entertainment content is critical to the success of the FANING Platform. We rely on third party relationships with content producers and distribution channels to develop and distribute entertainment content. Our financial performance may be adversely affected by our relationships with content producers and distribution channels.
Applicable tax laws may also subject such payments to us by our subsidiaries to further taxation. 17 Additionally, as a holding company, we may rely on our operating subsidiaries for distributions or payments for cash flow.
Applicable tax laws may also subject such payments to us by our subsidiaries to further taxation. 15 Additionally, as a holding company, we may rely on our operating subsidiaries for distributions or payments for cash flow.
In addition, certain of our users can use our FANTOO infrastructure, including within Clubs and communities, for other activities, such as sending money to other users or purchasing goods and/or services from other users.
In addition, certain of our users can use our FANING infrastructure, including within Clubs and communities, for other activities, such as sending money to other users or purchasing goods and/or services from other users.
Actions by governments that restrict access to FANTOO in their countries, or that otherwise impair our ability to sell advertising in their countries, could substantially harm our business and financial results.
Actions by governments that restrict access to FANING in their countries, or that otherwise impair our ability to sell advertising in their countries, could substantially harm our business and financial results.
Sales of our common stock in the public market by our Registered Stockholders, or the perception that these sales could occur, could cause the price of our common stock to decline and have a material adverse effect on our business, financial condition and results of operations. 39 Our certificate of incorporation designates a state or federal court located within the State of Delaware as the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders ’ ability to obtain a favorable judicial forum for disputes with us.
Sales of common stock in the market by registered stockholders, or even the perception that such sales may occur, could cause a decline in the market price of our common stock and could have a material adverse effect on our business, financial condition, and results of operations. 40 Our certificate of incorporation designates a state or federal court located within the State of Delaware as the exclusive forum for certain litigation that may be initiated by our stockholders, which could limit our stockholders ’ ability to obtain a favorable judicial forum for disputes with us.
Further, our subsidiaries’ ability to make payments to us will depend on: ● their earnings; ● covenants contained in any debt agreements to which we may then be subject, including any debt agreements of our subsidiaries; ● covenants contained in other agreements to which we or our subsidiaries are or may become subject; ● business and tax considerations; and ● applicable law, including any restrictions under South Korean law that may be imposed on our subsidiaries, including HBC or its subsidiaries and affiliates, that would restrict its ability to make payments to Hanryu Holdings.
Further, our subsidiaries’ ability to make payments to us will depend on: ● their earnings; ● covenants contained in any debt agreements to which we may then be subject, including any debt agreements of our subsidiaries; ● covenants contained in other agreements to which we or our subsidiaries are or may become subject; ● business and tax considerations; and ● applicable law, including any restrictions under South Korean law that may be imposed on our subsidiaries, including HBC or its subsidiaries and affiliates, that would restrict its ability to make payments to Global interactive technologies.
As a result, intercompany transactions between us and HBC (or any other Korean subsidiary we may own, from time to time), could arise in the future in which the directors of the Korean subsidiary are not able to act in ours or our stockholders’ best interest as a result of competing interests of the subsidiary.
As a result, intercompany transactions between us and Faning Korea, LLC (or any other Korean subsidiary we may own, from time to time), could arise in the future in which the directors of the Korean subsidiary are not able to act in ours or our stockholders’ best interest as a result of competing interests of the subsidiary.
HBC enters into business relationships and transactions with its subsidiaries and affiliates, which are subject to scrutiny by the Korean Fair Trade Commission (“ KFTC ”) as to, among other things, whether such relationships and transactions constitute undue financial support among companies in the same business group.
Faning Korea,LLC enters into business relationships and transactions with its subsidiaries and affiliates, which are subject to scrutiny by the Korean Fair Trade Commission (“ KFTC ”) as to, among other things, whether such relationships and transactions constitute undue financial support among companies in the same business group.
FP may be subject to various regulations in South Korea that restrict or limit the use of FP on FANTOO.
FP may be subject to various regulations in South Korea that restrict or limit the use of FP on FANING.
Under Korean tax law, there is an inherent risk that HBC’s transactions with its subsidiaries, affiliates or any other person or company that is related to us may be challenged by the Korean tax authorities if such transactions are viewed as having been made on terms that were not on an arm’s-length basis.
Under Korean tax law, there is an inherent risk that Faning Korea, LLC ’s transactions with its subsidiaries, affiliates or any other person or company that is related to us may be challenged by the Korean tax authorities if such transactions are viewed as having been made on terms that were not on an arm’s-length basis.
As HBC is incorporated in Korea, it may be more difficult to enforce judgments obtained in courts outside Korea. Our operations are primarily conducted outside of the United States.
As Faning Korea, LLC is incorporated in Korea, it may be more difficult to enforce judgments obtained in courts outside Korea. Our operations are primarily conducted outside of the United States.
Although investors will hold shares of our common stock, HBC may experience adverse risks and in turn could adversely impact our business, prospects, financial condition, and results of operations and could lead to a decline in the price per share of our common stock.
Although investors will hold shares of our common stock, Faning Korea,LLC may experience adverse risks and in turn could adversely impact our business, prospects, financial condition, and results of operations and could lead to a decline in the price per share of our common stock.
We cannot assure you that we will achieve any of the above, and our failure to do so may materially and adversely affect our business and results of operations. Hanryu Holdings is a holding company with no business operations of its own and manages a network of South Korean subsidiaries, subject to South Korean regulation.
We cannot assure you that we will achieve any of the above, and our failure to do so may materially and adversely affect our business and results of operations. Global interactive technologies is a holding company with no business operations of its own and manages a network of South Korean subsidiaries, subject to South Korean regulation.
Since substantially all of our operations are conducted by HBC, any such occurrence with respect to HBC could adversely affect our business, financial condition, and results of operations. HBC’s transactions with related parties are subject to close scrutiny by the Korean tax authorities, which may result in adverse tax consequences.
Since substantially all of our operations are conducted by Faning Korea, LLC, any such occurrence with respect to Faning Korea, LLC could adversely affect our business, financial condition, and results of operations. Faning Korea, LLC’s transactions with related parties are subject to close scrutiny by the Korean tax authorities, which may result in adverse tax consequences.
If these proposals are enacted and implemented, our Korean subsidiary, HBC (and its Korean subsidiaries), could face substantial costs and management could be required to spend significant time and attention on these matters, which would divert our focus from our core business. This could adversely affect our business, financial condition, and results of operations.
If these proposals are enacted and implemented, our Korean subsidiary, Faning Korea, LLC, could face substantial costs and management could be required to spend significant time and attention on these matters, which would divert our focus from our core business. This could adversely affect our business, financial condition, and results of operations.
If HBC and its Korean affiliates’ executive officers were to be named in such criminal proceedings or held either directly or vicariously criminally liable for the actions of the company and its executives and employees, our business, financial condition, and results of operations may be harmed. 25 HBC’s transactions with its subsidiaries and affiliates may be restricted under Korean fair trade regulations.
If Faning Korea,LLC’s executive officers were to be named in such criminal proceedings or held either directly or vicariously criminally liable for the actions of the company and its executives and employees, our business, financial condition, and results of operations may be harmed. Faning Korea,LLC’s transactions with its subsidiaries and affiliates may be restricted under Korean fair trade regulations.
There are special risks involved with investing in Korean companies, including the possibility of restrictions being imposed by the Korean government in emergency circumstances, accounting and corporate disclosure standards that differ from those in other jurisdictions, and the risk of direct or vicarious criminal liability for executive officers of our Korean affiliates. Our wholly owned subsidiary, Hanryu Bank Co., Ltd.
There are special risks involved with investing in Korean companies, including the possibility of restrictions being imposed by the Korean government in emergency circumstances, accounting and corporate disclosure standards that differ from those in other jurisdictions, and the risk of direct or vicarious criminal liability for executive officers of our Korean affiliates.
These events, should they occur, would likely result in loss of revenue. In addition, they could result in significant expense to repair or replace damaged equipment and remedy resultant data loss or corruption. A prolonged interruption in the availability or reduction in the speed or other functionality of our products or services could materially harm our reputation and business.
In addition, they could result in significant expense to repair or replace damaged equipment and remedy resultant data loss or corruption. A prolonged interruption in the availability or reduction in the speed or other functionality of our products or services could materially harm our reputation and business.
We have historically operated as a private company with limited accounting personnel and other resources with which to address our internal controls and procedures. Management has reviewed our current internal controls over financial reporting and concluded that our internal controls are ineffective as evidenced by the restatement of our financial statements in this Registration Statement.
We have historically operated as a private company with limited accounting personnel and other resources with which to address our internal controls and procedures. The management has reviewed the current internal controls over financial reporting and concluded that our internal controls are ineffective, registration statement.
As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our common stock as a source for any future dividend income. Our board of directors has complete discretion as to whether to distribute dividends, subject to certain requirements of Delaware General Corporation Law.
Therefore, you should not rely on an investment in our common stock as a source for any future dividend income. Our board of directors has complete discretion as to whether to distribute dividends, subject to certain requirements of Delaware General Corporation Law.
This increased scrutiny may be costly and time-consuming and may divert our resources from other business priorities. 20 We may, and are likely to, experience denial-of-service attacks, system failures, and other events or conditions that interrupt the availability or reduce the speed or functionality of our products and services.
This increased scrutiny may be costly and time-consuming and may divert our resources from other business priorities. We may, and are likely to, experience denial-of-service attacks, system failures, and other events or conditions that interrupt the availability or reduce the speed or functionality of our products and services. These events, should they occur, would likely result in loss of revenue.
In addition, any errors, bugs, vulnerabilities, or defects in our systems or the software and hardware on which we rely, failures to properly address or mitigate the technical limitations in our systems, or associated degradations or interruptions of service or failures to fulfil our commitments to our users may in the future lead to outcomes including damage to our reputation, loss of users, loss of marketers, loss of revenue, regulatory inquiries, litigation, or liability for fines, damages, or other remedies, any of which could adversely affect our business and financial results.
In addition, any errors, bugs, vulnerabilities, or defects in our systems or the software and hardware on which we rely, failures to properly address or mitigate the technical limitations in our systems, or associated degradations or interruptions of service or failures to fulfil our commitments to our users may in the future lead to outcomes including damage to our reputation, loss of users, loss of marketers, loss of revenue, regulatory inquiries, litigation, or liability for fines, damages, or other remedies, any of which could adversely affect our business and financial results. 30 RISKS RELATED TO DIGITAL ASSETS Regulatory changes or actions may restrict the use of digital assets in a manner that adversely affects our business, prospects or operations.
If the Korean tax authorities determine that any of its transactions with related parties were on other than arm’s-length terms, it may not be permitted to deduct as expenses, or may be required to include as taxable income, any amount which is found to be undue financial support between related parties in such transaction, which may have adverse tax consequences for us and, in turn, may adversely affect our business, financial condition, and results of operations. 26 If we are deemed to have a “ place of effective management ” in Korea, we will be treated as a Korean company for the purpose of Korean corporate income tax with regards to our worldwide income.
If the Korean tax authorities determine that any of its transactions with related parties were on other than arm’s-length terms, it may not be permitted to deduct as expenses, or may be required to include as taxable income, any amount which is found to be undue financial support between related parties in such transaction, which may have adverse tax consequences for us and, in turn, may adversely affect our business, financial condition, and results of operations.
As a result, if circumstances arise in which the good of HBC conflicts with the good of Hanryu Holdings or our stockholders, HBC may not be permitted under applicable Korean law to act in a manner that is in the best interest of Hanryu Holdings, as its parent, or our stockholders.
As a result, if circumstances arise in which the good of Faning Korea, LLC conflicts with the good of Global Interactive Technologies, Inc or our stockholders, Faning Korea, LLC may not be permitted under applicable Korean law to act in a manner that is in the best interest of Global Interactive Technologies, Inc, as its parent, or our stockholders.
If, for any reason, Nasdaq should delist our common stock from trading on its exchange and we are unable to obtain listing on another national securities exchange or take action to restore our compliance with the Nasdaq continued listing requirements, a reduction in some or all of the following may occur, each of which could have a material adverse effect on our stockholders: ● the liquidity of our common stock; ● the market price of our common stock; ● we will become a “penny stock”, which will make trading of our common stock much more difficult; ● our ability to obtain financing for the continuation of our operations; ● the number of institutional and general investors that will consider investing in our common stock; ● the number of investors in general that will consider investing in our common stock; ● the number of market makers in our common stock; ● the availability of information concerning the trading prices and volume of our common stock; and ● the number of broker-dealers willing to execute trades in shares of our common stock.
Following the reverse split, the closing bid price of the Company’s common stock met or exceeded $1.00 for 10 consecutive business days, and on February 10, 2025, the Company received a notice from Nasdaq confirming that it had regained compliance with the minimum bid price requirement and that the matter was closed. 34 If, for any reason, Nasdaq should delist our common stock from trading on its exchange and we are unable to obtain listing on another national securities exchange or take action to restore our compliance with the Nasdaq continued listing requirements, a reduction in some or all of the following may occur, each of which could have a material adverse effect on our stockholders: ● the liquidity of our common stock; ● the market price of our common stock; ● we will become a “penny stock”, which will make trading of our common stock much more difficult; ● our ability to obtain financing for the continuation of our operations; ● the number of institutional and general investors that will consider investing in our common stock; ● the number of investors in general that will consider investing in our common stock; ● the number of market makers in our common stock; ● the availability of information concerning the trading prices and volume of our common stock; and ● the number of broker-dealers willing to execute trades in shares of our common stock.
For example, providing guarantees or collateral by HBC in favor of Hanryu Holdings, as its parent, without a justifiable cause and on other than arm’s length terms may cause breach of a fiduciary duty of directors to HBC.
For example, providing guarantees or collateral by Faning Korea, LLC in favor of Global Interactive Technologies, Inc, as its parent, without a justifiable cause and on other than arm’s length terms may cause breach of a fiduciary duty of directors to Faning Korea, LLC.
To regain compliance, the closing bid price of our common stock must be at least $1.00 per share for 10 consecutive business days (the “Minimum Bid Price Requirement”) during the 180-day period from February 5, 2024 to August 4, 2024.
To regain compliance with the minimum bid price requirement, the Company’s common stock must maintain a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days during the 180-calendar-day period from February 5, 2024 to August 4, 2024.
As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. 36 We will incur increased costs as a result of being a public company, particularly after we cease to qualify as an “ emerging growth company. ” As a public company, we expect to incur significant legal, accounting and other expenses that we did not incur as a private company, particularly after we are no longer an “emerging growth company” as defined under the JOBS Act.
We will incur increased costs as a result of being a public company, particularly after we cease to qualify as an “ emerging growth company. ” As a public company, we expect to incur significant legal, accounting and other expenses that we did not incur as a private company, particularly after we are no longer an “emerging growth company” as defined under the JOBS Act.
If such third parties increase their prices, fail to provide their services effectively, terminate their service or agreements or discontinue their relationships with us, we could suffer service interruptions, reduced revenues or increased costs, any of which may have a material adverse effect on our business, financial condition and results of operations. 29 Growth of our client base depends upon effective interoperability with mobile operating systems, networks, mobile devices and standards that we do not control.
If such third parties increase their prices, fail to provide their services effectively, terminate their service or agreements or discontinue their relationships with us, we could suffer service interruptions, reduced revenues or increased costs, any of which may have a material adverse effect on our business, financial condition and results of operations.
Our Korean subsidiary, HBC, and a group of companies affiliated with it are likely to be designated as a business group subject to disclosure under the Korean Monopoly Regulation and Fair Trade Act.
Our Korean subsidiary, Faning Korea, LLC are likely to be designated as a business group subject to disclosure under the Korean Monopoly Regulation and Fair Trade Act.
Because of our status as an emerging growth company, you will not be able to depend on any attestation from our independent registered public accounting firm as to our internal control over financial reporting for the foreseeable future .
We cannot predict or estimate the amount of additional costs we will incur as a public company or the specific timing of such costs. 37 Because of our status as an emerging growth company, you will not be able to depend on any attestation from our independent registered public accounting firm as to our internal control over financial reporting for the foreseeable future .
We may not obtain any future research coverage by securities industry analysts. In the event we are covered by research analysts, and one or more of such analysts downgrade our securities, or otherwise reports on us unfavourably, or discontinues coverage of us, the market price and market trading volume of our common stock could be negatively affected.
In the event we are covered by research analysts, and one or more of such analysts downgrade our securities, or otherwise reports on us unfavourably, or discontinues coverage of us, the market price and market trading volume of our common stock could be negatively affected. 35 You will experience dilution as a result of future equity offerings.
Further, as we have no business operations of our own, we will depend on the cash flow and business of our subsidiaries to make payments to us and meet our obligations. Hanryu Holdings is a holding company with no independent operations of our own. Our South Korean subsidiaries, including HBC, conduct substantially all of Hanryu Holdings’ business operations.
Further, as we have no business operations of our own, we will depend on the cash flow and business of our subsidiaries to make payments to us and meet our obligations. Global interactive technologies is a holding company with no independent operations of our own.
See “ Management ’ s Discussion and Analysis of Financial Condition and Results of Operations ” for a discussion of the accounting estimates, judgments and assumptions that we believe are the most critical to an understanding of our financial statements and our business.
See “ Management ’ s Discussion and Analysis of Financial Condition and Results of Operations ” for a discussion of the accounting estimates, judgments and assumptions that we believe are the most critical to an understanding of our financial statements and our business. 19 RISKS RELATED TO GOVERNMENT REGULATION Our business is subject to regulation, and changes in applicable regulations may negatively impact our business.
We anticipate that our ongoing efforts related to privacy, safety, security, and content review will identify instances of misuse of user data or other undesirable activity by third parties on our platform.
Any of these events could have a material and adverse effect on our business, reputation, or financial results. 29 We anticipate that our ongoing efforts related to privacy, safety, security, and content review will identify instances of misuse of user data or other undesirable activity by third parties on our platform.
You will experience dilution as a result of future equity offerings. We may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock.
We may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock.
In addition, you should not assume that courts in the countries in which we or our subsidiaries are incorporated or where our or the assets of our subsidiaries are located (1) would enforce judgments of U.S. courts obtained in actions against us or our subsidiaries based upon the civil liability provisions of applicable U.S. federal and state securities laws or (2) would enforce, in original actions, liabilities against us or our subsidiaries based on those laws.
In addition, you should not assume that courts in the countries in which we or our subsidiaries are incorporated or where our or the assets of our subsidiaries are located (1) would enforce judgments of U.S. courts obtained in actions against us or our subsidiaries based upon the civil liability provisions of applicable U.S. federal and state securities laws or (2) would enforce, in original actions, liabilities against us or our subsidiaries based on those laws. 27 RISKS RELATED TO OUR TECHNOLOGY Technology changes rapidly in our business and if we fail to anticipate or successfully implement new technologies or adopt new business strategies, technologies or methods, the quality and competitiveness of our service offerings may suffer.
For example, we will be required to adopt new internal controls and disclosure controls and procedures. In addition, we will incur additional expenses associated with our SEC reporting requirements and increased compensation for our management team. We cannot predict or estimate the amount of additional costs we will incur as a public company or the specific timing of such costs.
For example, we will be required to adopt new internal controls and disclosure controls and procedures. In addition, we will incur additional expenses associated with our SEC reporting requirements and increased compensation for our management team.
Since our operations are based in Korea, where most of our users are domiciled, we are subject to, among others, the Personal Information Protection Act and related legislation, regulations and orders (the “ PIPA ”), the Act on the Promotion of Information and Communications Network Utilization and Protection of Information Act (Korea), and the Credit Information Act in Korea that specifically regulates certain sensitive personal information.
In addition, foreign data protection, privacy, content, competition, and other laws and regulations can impose different obligations or be more restrictive than those in the United States. 20 Since our operations are based in Korea, where most of our users are domiciled, we are subject to, among others, the Personal Information Protection Act and related legislation, regulations and orders (the “ PIPA ”), the Act on the Promotion of Information and Communications Network Utilization and Protection of Information Act (Korea), and the Credit Information Act in Korea that specifically regulates certain sensitive personal information.
If we are deemed to have a “ permanent establishment ” in Korea, we will be subject to Korean corporate income tax with regards to any Korean source income attributable to or effectively connected with such permanent establishment.
If we are required to pay Korean corporate income tax, it may reduce our cash flow and negatively impact the returns to investors. 25 If we are deemed to have a “ permanent establishment ” in Korea, we will be subject to Korean corporate income tax with regards to any Korean source income attributable to or effectively connected with such permanent establishment.
Holders of our common stock must bear the risk that any such future offerings we conduct or borrowings we make may adversely affect the level of return they may be able to achieve from an investment in our common stock. 35 We may need to implement additional finance and accounting systems, procedures and controls as we grow our business and organization and to satisfy new reporting requirements .
Holders of our common stock must bear the risk that any such future offerings we conduct or borrowings we make may adversely affect the level of return they may be able to achieve from an investment in our common stock.
We are dependent on the interoperability of our services with popular mobile devices and mobile operating systems that we do not control, such as Android and iOS. Any changes in such mobile operating systems or devices that degrade the functionality of our services or give preferential treatment to competitive services could adversely affect usage of our services.
Any changes in such mobile operating systems or devices that degrade the functionality of our services or give preferential treatment to competitive services could adversely affect usage of our services.
If our internal controls over financial reporting remain ineffective, such failure could cause investors to lose confidence in our reported financial information, negatively affect the market price of our common stock, subject us to regulatory investigations and penalties, cause us to have to restate our financial statements, and adversely impact our business and financial condition.
If our internal controls over financial reporting remain ineffective, such failure could cause investors to lose confidence in our reported financial information, negatively affect the market price of our common stock, subject us to regulatory investigations and penalties, cause us to have to restate our financial statements, and adversely impact our business and financial condition. 36 We are an emerging growth company, and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors.
In the event that we are found to be in violation of any such legal or regulatory requirements, we may be subject to monetary fines or other penalties such as a cease and desist order, or we may be required to make product changes, any of which could have an adverse effect on our business and financial results. 23 In addition, we are subject to a variety of additional risks as a result of payments transactions, including: increased costs and diversion of management time and effort and other resources to deal with bad transactions or customer disputes; potential fraudulent or otherwise illegal activity by users, developers, employees, or third parties; restrictions on the investment of consumer funds used to transact payments; and additional disclosure and reporting requirements.
In addition, we are subject to a variety of additional risks as a result of payments transactions, including: increased costs and diversion of management time and effort and other resources to deal with bad transactions or customer disputes; potential fraudulent or otherwise illegal activity by users, developers, employees, or third parties; restrictions on the investment of consumer funds used to transact payments; and additional disclosure and reporting requirements.
On February 5, 2024, we received a delinquency compliance alert notice from Nasdaq, advising that, based upon the closing bid price of our common stock for the prior 30 consecutive business days, were not in compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued listing on the Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2).
On February 5, 2024, the Company received a delinquency compliance alert notice from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”), stating that the Company was not in compliance with the minimum bid price requirement for continued listing on the Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2), because the closing bid price of the Company’s common stock had been below $1.00 for the previous 30 consecutive business days.
Because we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of our common stock for return on your investment. We currently intend to retain most, if not all, of our available funds and any future earnings to fund the development and growth of our business.
We currently intend to retain most, if not all, of our available funds and any future earnings to fund the development and growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future.
Any such claim, proceeding, or action, could hurt our reputation, brand, and business, force us to incur significant expenses in defense of such proceedings, distract our management, increase our costs of doing business, result in a loss of customers and merchants, and could have an adverse effect on our business, financial condition, and results of operations. 22 These U.S. federal and state and foreign laws and regulations, which in some cases can be enforced by private parties in addition to government entities, are constantly evolving and can be subject to significant change.
Any such claim, proceeding, or action, could hurt our reputation, brand, and business, force us to incur significant expenses in defense of such proceedings, distract our management, increase our costs of doing business, result in a loss of customers and merchants, and could have an adverse effect on our business, financial condition, and results of operations.
If, in the future, the KFTC determines that HBC has engaged in transactions that violate the fair trade laws and regulations, it may be subject to an administrative and/or criminal fine, surcharge or other actions, which may have an adverse effect on our business, financial condition, and results of operations.
If, in the future, the KFTC determines that Faning Koera,LLC has engaged in transactions that violate the fair trade laws and regulations, it may be subject to an administrative and/or criminal fine, surcharge or other actions, which may have an adverse effect on our business, financial condition, and results of operations. 24 Our Korean subsidiary, Faning Korea, LLC, may be designated as an affiliated group under Korean law, in which case the group of companies would be required to make certain disclosures and implement additional corporate governance requirements.
In Korea, company executive officers being named in such investigations or proceedings is a common occurrence, even though in practice many such cases result in no liability to the individual.
As a result of these current and changing risks, Faning Korea,LLC’s executive officers may be named in the future in criminal investigations or proceedings stemming from our operations. In Korea, company executive officers being named in such investigations or proceedings is a common occurrence, even though in practice many such cases result in no liability to the individual.
HBC is subject to certain requirements and restrictions under Korean law that may, in certain circumstances, require it to act in a manner that may not be in our or our stockholders ’ best interest. Under applicable Korean law, directors of a Korean company, such as HBC, owe a fiduciary duty to the company itself rather than to its stockholders.
Faning Korea, LLC is subject to certain requirements and restrictions under Korean law that may, in certain circumstances, require it to act in a manner that may not be in our or our stockholders ’ best interest.
If securities industry analysts do not publish research reports on us, or publish unfavourable reports on us, then the market price and market trading volume of our common stock could be negatively affected. Any trading market for our common stock will be influenced in part by any research reports that securities industry analysts publish about us.
Any adverse determination in any such litigation or any amounts paid to settle any such actual or threatened litigation could require that we make significant payments. If securities industry analysts do not publish research reports on us, or publish unfavourable reports on us, then the market price and market trading volume of our common stock could be negatively affected.
This fiduciary duty obligates directors of a Korean company to perform their duties faithfully for the good of the company as a whole.
Under applicable Korean law, directors of a Korean company, such as Faning Korea,LLC, owe a fiduciary duty to the company itself rather than to its stockholders. This fiduciary duty obligates directors of a Korean company to perform their duties faithfully for the good of the company as a whole.
In addition, some countries are considering or have passed legislation implementing data protection requirements or requiring local storage and processing of data or similar requirements that could increase the cost and complexity of delivering our services.
In addition, some countries are considering or have passed legislation implementing data protection requirements or requiring local storage and processing of data or similar requirements that could increase the cost and complexity of delivering our services. 21 For example, the European Union traditionally has imposed stricter obligations under its laws and regulations relating to privacy, data protection and consumer protection than the United States.
If the market price of our common stock after our offering does not exceed the initial public offering price, you may not realize any return on your investment in us and may lose some or all of your investment. 34 In addition, in the past, following periods of volatility in the overall market and the market prices of particular companies’ securities, securities class action litigations have often been instituted against these companies.
If the market price of our common stock after our offering does not exceed the initial public offering price, you may not realize any return on your investment in us and may lose some or all of your investment.
We use third-party services and technologies in connection with our business, and any disruption to the provision of these services and technologies to us could result in negative publicity and a slowdown in the growth of our users, which could materially and adversely affect our business, financial condition and results of operations.
While the Company maintains insurance coverage that is intended to address certain aspects of data security risks, such insurance coverage may be insufficient to cover all losses or all types of claims that may arise. 28 We use third-party services and technologies in connection with our business, and any disruption to the provision of these services and technologies to us could result in negative publicity and a slowdown in the growth of our users, which could materially and adversely affect our business, financial condition and results of operations.
Any such developments may also subject us to litigation and regulatory inquiries, which could subject us to monetary penalties and damages, divert management’s time and attention, and lead to enhanced regulatory oversight. 30 Our products and internal systems rely on software and hardware that is highly technical, and any errors, bugs, or vulnerabilities in these systems, or failures to address or mitigate technical limitations in our systems, could adversely affect our business.
Our products and internal systems rely on software and hardware that is highly technical, and any errors, bugs, or vulnerabilities in these systems, or failures to address or mitigate technical limitations in our systems, could adversely affect our business.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeIt has delegated oversight of cybersecurity and other information technology risks to the Audit Committee of the Board of Directors. The Audit Committee oversees the implementation of the cybersecurity risk management program. The Audit Committee receives periodic reports from management on potential cybersecurity risks and threats.
Biggest changeGovernance Our Board of Directors considers cybersecurity risk as part of its risk oversight function. It has delegated oversight of cybersecurity and other information technology risks to the Audit Committee of the Board of Directors. The Audit Committee oversees the implementation of the cybersecurity risk management program.
The results of these assessments are reported to our Audit Committee and, from time to time, our Board of Directors. There can be no assurances that our cybersecurity risk management program and processes, including our policies, controls, or procedures, will be fully implemented, complied with or are effective in protecting our systems and information.
The results of these assessments are reported to our Audit Committee and, from time to time, our Board of Directors. 41 There can be no assurances that our cybersecurity risk management program and processes, including our policies, controls, or procedures, will be fully implemented, complied with or are effective in protecting our systems and information.
The Audit Committee reports to the full Board of Directors regarding its activities, including those related to cybersecurity. The full Board of Directors also receives briefings from management on the cybersecurity risk management program as needed. Management is responsible for assessing and managing our material risks from cybersecurity threats.
The Audit Committee receives periodic reports from management on potential cybersecurity risks and threats. The Audit Committee reports to the full Board of Directors regarding its activities, including those related to cybersecurity. The full Board of Directors also receives briefings from management on the cybersecurity risk management program as needed.
Management has primary responsibility for our overall cybersecurity risk management program and supervises both the internal cybersecurity personnel and external cybersecurity consultants.
Management is responsible for assessing and managing our material risks from cybersecurity threats. Management has primary responsibility for our overall cybersecurity risk management program and supervises both the internal cybersecurity personnel and external cybersecurity consultants.
As of the date of this report, we are not aware of any cybersecurity incidents, that have had a materially adverse effect on our operations, business, results of operations, or financial condition. 40 Governance Our Board of Directors considers cybersecurity risk as part of its risk oversight function.
As of the date of this report, we are not aware of any cybersecurity incidents, that have had a materially adverse effect on our operations, business, results of operations, or financial condition. Please refer to the “Risk Factors” in Part I, Item 1A of this Form 10-K for more information on risks posed by cybersecurity threats to the Company.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Item 3. Legal Proceedings. The Company is subject to various legal proceedings and claims that arise in the ordinary course of business. In the opinion of management, the outcome of these matters will not have a material adverse effect on the consolidated financial position or results of operations of the Company.
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Item 3. Legal Proceedings. As of December 31, 2024, the Company is not subject to any material pending legal proceedings or claims. Previously disclosed legal matters were associated with subsidiaries that have since been divested and no longer affect the Company’s operations or financial position. Item 4. Mine Safety Disclosures. Not applicable. 42 PART II
Removed
For the year ended December 31, 2023, the Company two suspended legal cases as follows, and as of July 15, 2024, the result of the two cases are not certain.
Removed
Case Number Opponent Case Summary Litigation Value Seoul South Federal Court ; 2023GADAN218067 Seoul Yacht Marina, Co.Ltd, and another Building Delivery $ 85,686 Seoul South Federal Court ; 2024GASO214189 Seoul Yacht Marina, Co.Ltd Compensation for damages $ 10,644

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest change(b) Holders As of December 31, 2023, we had 67 holders of record of our common stock based upon the records of our transfer agent, which do not include beneficial owners of common stock whose shares are held in the names of various securities brokers, dealers and registered clearing agencies.
Biggest changeFor additional information regarding the legal and procedural matters related to the reverse stock split, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Reverse Stock Split and Legal Disclosure Clarification (b) Holders As of December 31, 2024, we had 59 holders of record of our common stock based upon the records of our transfer agent, which do not include beneficial owners of common stock whose shares are held in the names of various securities brokers, dealers and registered clearing agencies.
(e) Recent Sales of Unregistered Securities None. (f) Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. 42 Item 6. Reserved.
(e) Recent Sales of Unregistered Securities None. (f) Purchases of Equity Securities by the Issuer and Affiliated Purchasers See Item 11. Item 6. Reserved.
Item 5. Market for Registrant’s Ordinary Shares, Related Shareholder Matters, and Issuer Purchases of Equity Securities. (a) Market Information The shares of our Class A Common Stock are traded on Nasdaq under the symbol “HRYU” The shares of our Class A Common Stock commenced public trading on August 1, 2023.
Item 5. Market for Registrant’s Ordinary Shares, Related Shareholder Matters, and Issuer Purchases of Equity Securities. (a) Market Information Our Class A Common Stock is listed on The Nasdaq Capital Market under the symbol “GITS.” Trading commenced on August 1, 2023.
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On December 29, 2024, we changed our corporate name from Hanryu Holdings, Inc. to Global Interactive Technologies, Inc., and our Nasdaq ticker symbol was changed from “HRYU” to “GITS.” On January 27, 2025, we effected a 1-for-20 reverse stock split of our Class A Common Stock.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

12 edited+25 added−115 removed3 unchanged
Biggest changeCritical Accounting Policies and Estimates The preparation of financial statements in conformity with GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.
Biggest changeManagement will continue to monitor liquidity closely and adjust operational plans as needed to conserve resources while maintaining progress toward its strategic objectives. 47 Critical Accounting Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses, as well as related disclosures.
The average number of MAUs, for purposes of our calculation, is the sum of MAUs for the first month of a tyear and the MAUs for the last month of the same year divided by two. We measure progress in our platform using ARPU because it helps us understand the rate at which we are monetizing our user base.
The average number of MAUs, for purposes of our calculation, is the sum of MAUs for the first month of a year and the MAUs for the last month of the same year divided by two. We measure progress in our platform using ARPU because it helps us understand the rate at which we are monetizing our user base.
ARPU is defined as total revenue generated from the FANTOO platform during the period, divided by the average of the number of MAUs at the beginning and end.
ARPU is defined as total revenue generated from the FANING platform during the period, divided by the average of the number of MAUs at the beginning and end.
We believe ARPU is useful to investors in evaluating our operating performance and, more specifically, evaluating the monetization of the FANTOO platform.
We believe ARPU is useful to investors in evaluating our operating performance and, more specifically, evaluating the monetization of the FANING platform.
ARPU and similar measures with similar titles are common measures used by investors, analysts and peers to compare performance in our industry, although our measure of ARPU may not be directly comparable to similarly titled measures reported by other companies. ARPU was zero for the year ended December 31, 2022. For the year ended December 31, 2023, ARPU was zero.
ARPU and similar measures with similar titles are common measures used by investors, analysts and peers to compare performance in our industry, although our measure of ARPU may not be directly comparable to similarly titled measures reported by other companies. ARPU was zero for the years ended December 31, 2023 and 2024, consistent with the Company’s pre-monetization development phase.
The KPIs used by the Company are: (1) user base; (2) monthly active users; (3) average revenue per user; and (4) user acquisition cost (“ UAC ”). User Base User base is defined by the Company as all registered users, regardless of the frequency they access the FANTOO platform.
The KPIs used by the Company are: (1) user base; (2) monthly active users; (3) average revenue per user; and (4) user acquisition cost (“ UAC ”).
For example, a single account may be used by more than one individual, such as a family, and one account may use multiple devices. We believe that the number of MAUs is a relevant measure to gauge the size of our user base and the opportunity to increase the FANTOO platform’s revenue and gross profit.
We believe that the number of MAUs is a relevant measure to gauge the size of our user base and the opportunity to increase the FANING platform’s revenue and gross profit. The table below sets forth the number of users compared to MAUs, and the respective percentage of MAUs to the entire FANING user base.
It is also due to a reduction in the Company’s marketing budget; however, the Company expects that the number of MAUs and the percentage of MAUs to user base will increase once the company has more capital and is able to increase marketing spend and invest in more technological developments. 23-Jan 23-Feb 23-Mar 23-Apr 23-May 23-Jun 23-Jul 23-Agu 23-Sep 23-Oct 23-Nov 23-Dec User Base 23,774,810 25,174,371 26,590,446 26,592,432 26,594,434 26,598,452 26,612,491 26,634,663 26,676,902 26,685,286 26,692,409 26,695,757 MAU 5,272,,468 1,747,382 1,462,412 1,214,612 912,282 865,544 824,012 798,122 792,643 767,816 744,284 624,626 % 22.18 % 6.94 % 5.50 % 4.57 % 3.43 % 3.25 % 3.10 % 3.00 % 2.97 % 2.88 % 2.79 % 2.34 % Average Revenue Per User (“ARPU”) We use ARPU to evaluate and monitor the amount of revenue generated by FANTOO platform users and analyze growth patterns.
It is also due to a reduction in the Company’s marketing budget; however, the Company expects that the number of MAUs and the percentage of MAUs to user base will increase once the company has more capital and is able to increase marketing spend and invest in more technological developments. 24-Jan 24-Feb 24-Mar 24-Apr 24-May 24-Jun 24-Jul 24-Aug 24-Sep 24-Oct 24-Nov 24-Dec User Base 26,698,810 26,545,310 26,570,423 26,615,003 26,651,734 26,651,331 26,612,491 26,662,825 26,412,013 26,415,256 26,452,013 26,471,290 MAU 627,689 745,716 645,632 847,716 925,882 792,716 824,012 814,527 745,716 795,159 725,026 635,613 % 2.35 % 2.81 % 2.43 % 3.18 % 3.47 % 2.97 % 3.10 % 3.08 % 2.82 % 3.01 % 2.74 % 2.40 % Average Revenue Per User (“ARPU”) We use ARPU to evaluate and monitor the amount of revenue generated by FANING platform users and analyze growth patterns.
Monthly Active User Accounts ( “ MAUs ” ) MAUs is defined by the Company as unique user accounts that access the FANTOO app during the prior 30 days of the period. The number of MAUs does not correspond to the number of unique individuals who actively utilize the FANTOO platform or the number of devices associated with an account.
User Base User base is defined by the Company as all registered users, regardless of the frequency they access the FANING platform. 2024 average user base: ~26.6 million 48 Monthly Active User Accounts ( “ MAUs ” ) MAUs is defined by the Company as unique user accounts that access the FANING app during the prior 30 days of the period.
Due to current cryptocurrency-related market conditions, the Company does not expect to receive any payments from KDC Foundation through December 31, 2024 in accordance with the terms of the Business Transfer Agreement. 44 Key Performance Indicators ( “ KPIs ” ) In addition to the measures presented in our consolidated financial statements, our management regularly monitors certain KPIs for our business.
The Company uses the following Key Performance Indicators (KPIs) to monitor platform performance Key Performance Indicators ( “ KPIs ” ) In addition to the measures presented in our consolidated financial statements, our management regularly monitors certain KPIs for our business.
This is because the Company focused on R&D and infrastructure investments to stabilize and monetize the FANTOO app.
The number of MAUs grew significantly in 2022, but both the number of MAUs and their ratio to the user base did not increase following the year ended December 31, 2023. This is because the Company focused on R&D and infrastructure investments to stabilize and monetize the FANING app.
UAC was $0.17 for the year ended December 31, 2023. and, For the year ended December 31, 2022 was $0.02 respectively.
UAC was $0.18 for the year ended December 31, 2024. and, for the year ended December 31, 2023 was $0.17 respectively. These efficiencies are expected to improve following the release of the upgraded FANING platform in April 2025. 49
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Overview Hanryu Holdings, Inc., a Delaware corporation (“ Hanryu Holdings ”), along with our wholly owned operating subsidiaries, Hanryu Bank Co., Ltd. (“ HBC ”), FNS Co., Ltd. (“ FNS ”), and Marine Island Co., Ltd.
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Overview The Company also implemented significant leadership changes and board realignment aimed at improving governance and execution. A new management team with deeper public company experience was appointed, and the workforce was streamlined by transitioning core functions to outsourced development and operational support, significantly reducing capital expenditure while enhancing operational flexibility.
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(“ Marine Island ”),), all incorporated under the laws of the Republic of Korea (collectively, the “ Company ”, “ we ”, “ us ”, or “ our ”), is the creator of the engaging and innovative social media platform, “FANTOO”. FANTOO connects users around the world that share similar interests by providing distinctive service offerings, technologies, applications, and websites.
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Liquidity remained constrained during the year, driven by negative operating cash flow and continued investment in the FANING platform. As of December 31, 2024, the Company had current assets of $2,987 and current liabilities of $668,339, resulting in an accumulated deficit of $37,901,301. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
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Through FANTOO, we provide a global multi-media platform for our users to interact with other like-minded users, to share their appreciation of various types of entertainment and cultures, create their own content, enjoy other users’ content, engage in commerce, and experience a “fandom” community unlike any other.
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To support its turnaround efforts, the Company plans to raise new capital through equity financing and borrowing and expects revenue growth and cost efficiency to improve following the release of the upgraded FANING platform in 2025.
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Although we anticipate expanding into additional entertainment genres, currently, the majority of FANTOO’s users are enthusiasts of Korean culture (“ K-Culture ”), also known as the “Korean Wave.” The growing popularity of the Korean Wave has historically been driven by social networking services and online video sharing platforms.
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Refer to the subsequent sections of this Item 7 for a detailed discussion of our results of operations, liquidity and capital resources, and financial condition. 43 Results of Operations The Company’s consolidated statements of operations for the years ended December 31, 2024 and 2023 are as follows. GLOBAL INTERACTIVE TECHNOLOGIES, INC.
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Through these channels, the dispersion and exportation of Korean arts, music and entertainment has grown rapidly from a regional influence into a global appreciation of South Korean culture. The expansion of the Korean Wave into a global phenomenon provides a significant opportunity to unite fans across the globe within the FANTOO platform.
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AND ITS SUBSIDIARIES Consolidated Statements of Operations For the Years Ended December 31, 2024 and 2023 December 31, 2024 December 31, 2023 Sales $ — $ — Cost of Revenue — — Gross profit — — Operating cost and expenses (888,363 ) (2,005,925 ) Loss from operations (888,363 ) (2,005,925 ) OTHER INCOME (EXPENSE): Impairment loss on intangible assets (94,264 ) — Gain on disposal of subsidiary 12,400,373 — Loss on disposal of tangible assets (23,937 ) — Interest income (expense), net (1,181 ) 32 Gain on foreign currency transactions 3,617 154,561 Bad-debt expense of other assets (16,179,823 ) — Other expense, net (73 ) — Net other (expense)/ income (3,895,288 ) 154,593 Net Loss from continuing operations before taxes (4,783,651 ) (1,851,332 ) Income tax expense — — Net loss from continuing operations (4,783,651 ) (1,851,332 ) Discontinued operations: Loss from discontinued operations (1,388,318 ) (7,556,303 ) Income tax benefit — — Loss from discontinued operation (1,388,318 ) (7,556,303 ) Net Loss (6,171,969 ) (9,407,635 ) Less net loss attributable to non-controlling interest — (121,725 ) Net Loss attributable to equity holders of the Company (6,171,969 ) (9,285,910 ) Net Loss (6,171,969 ) (9,407,635 ) Basic net loss per share: Loss from continuing operations (1.81 ) (0.73 ) Loss from discontinued operations (0.53 ) (2.99 ) Total basic net loss per share (2.34 ) (3.68 ) Diluted net loss per share Loss from continuing operations (1.81 ) (0.73 ) Loss from discontinued operations (0.53 ) (2.99 ) Total diluted net loss per share (2.34 ) (3.68 ) Weighted average number of common shares outstanding: Basic and Diluted 2,640,429 2,525,171 44 During the fiscal year ended December 31, 2024, the Company underwent a year of restructuring, including the replacement of management that had been operating the Company ineffectively and the divestiture of financially distressed subsidiaries.
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We aim to become a leading global platform for fans who are passionate about the Korean Wave, eventually expanding into other areas of fandom. Since the FANTOO platform launch in May, 2021, its user base has exceeded 26.6 million users as of December 31, 2023.
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As a result, no revenue was generated during the year ended December 31, 2024. Furthermore, for the comparative period ended December 31, 2023, revenue has been reclassified as discontinued operations following the divestiture of the three subsidiaries in 2024, and thus there is no revenue from continuing operations.
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We differentiate ourselves from potential competition through the power of a fully-integrated platform, and established partnerships with leaders in the K-Culture entertainment industry within South Korea. Our core strategy is to pursue initiatives that promote the viral growth of our user base, and in doing so, drive advertising revenue, user-generated revenue, and create other new revenue streams.
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For reference, revenue from discontinued operations amounted to $196 in 2024 and $827,489 in 2023. Selling, general, and administrative expenses related to continuing operations decreased by 56% to $888,363 in 2024, compared to $2,005,925 in 2023, due to workforce reductions and the sale of subsidiaries.
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FANTOO Business Model We focus on providing user-centric services to provide a single platform that can address and satisfy all the needs of fans within that platform. FANTOO will enrich users’ fandom experience by providing an all-in-one platform for fandom content, including news, popular culture, discussions, live shows, fan creativity.
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In addition, selling, general, and administrative expenses related to discontinued operations significantly decreased to $1,489,006 in 2024 from $10,483,401 in 2023. The subsidiaries sold in 2024—Hanryu Bank Co., Ltd., FNS Co., Ltd., and Marin Island Co., Ltd.—have been reclassified as discontinued operations and reflected as such in the financial statements.
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FANTOO is currently available in 17 languages, with real-time translation services. These real time translation services enable our users to communicate with each other across the globe without language barriers. For languages that are not available for real-time translation, the FANTOO platform provides a solution through the use of translation matching services among users.
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The Company expects that its financial structure will improve starting in 2025, driven by the launch of the upgraded, user-centric FANING platform and enhanced cost efficiency from the 2024 restructuring efforts.
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Through the translation matching services, the FANTOO platform ensures that content is accurately translated and available to a greater number of global fans in their own languages The FANTOO platform further allows users to freely create and monetize their own content, and enables fast and secure user-to-user sales on the FANTOO platform.
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The new management team is committed to securing long-term sustainability by expanding the user base, diversifying revenue streams, and maintaining tight cost controls. 45 Liquidity and Capital Resources The Company’s balance sheets as of December 31, 2024 and 2023 are as follows. GLOBAL INTERACTIVE TECHNOLOGIES, INC.
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We intend to create value for our shareholders through developing multiple revenue streams, including (1) direct sales revenue, driven by advertisement, content and commerce sales; and (2) revenue derived from collecting a percentage of user-to-user sales of emojis, online stickers, web novels, webtoons, translation matching, and other user-to-user transactions.
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AND ITS SUBSIDIARIES Consolidated Balance Sheets December 31, 2024 and December 31, 2023 December 31, 2024 December 31, 2023 ASSETS CURRENT ASSETS: Cash and Cash Equivalents $ 2,352 $ 69,688 Short-term loans receivable 338 131,080 Non-trade receivables 297 — Prepaid expenses and other receivable — 748 Current assets, discontinued operations — 20,219,410 Total current assets 2,987 20,420,926 PROPERTY PLANT AND EQUIPMENT, NET 2,656 124,030 INTANGIBLE ASSETS, NET 4,940,000 — OPERATING LEASE RIGHT-OF-USE ASSET 1,458,780 — Total Assets $ 6,404,423 $ 20,544,956 LIABILITIES AND STOCKHOLDER’S DEFICIT CURRENT LIABILITIES: Short-term loans payable $ 20,436 $ — Short-term loans payable from related parties 349,607 — Non-trade accounts payable 290,917 — Accrued expenses and other current liabilities 7,379 — Current liabilities, discontinued operations — 7,476,491 Total current liabilities 668,339 7,476,491 Total Liabilities 668,339 7,476,491 Commitments and contingencies (Note 16) STOCKHOLDER’SDEFICIT: Common Stock, $0.02 par value Authorized 110,000,000 (common:100,000,000, preferred:10,000,000) shares; Issued and outstanding 2,640,429 common shares and 2,640,429 common shares as of December 31, 2024 and December 31, 2023* 52,809 52,809 Additional paid-in capital* 44,251,046 51,415,476 Accumulated deficit (37,901,301 ) (38,893,762 ) Accumulated other comprehensive income (666,470 ) 493,942 Equity(Deficit) attributable to equity holder of the Company 5,736,084 13,068,465 Total Stockholders’ Equity 5,736,084 13,068,465 Total Liabilities and Stockholders’ Equity $ 6,404,423 $ 20,544,956 46 The Company’s liquidity position remained severely constrained throughout 2024.
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In the long term, we expect the majority of our revenue will be generated from commissions from user-to-user transactions. Deriving revenue from user-to-user transactions gives our platform an advantage over other existing platforms that primarily rely on advertisement sales.
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As of December 31, 2024, from continuing operations, the Company reported cash and cash equivalents of $2,352 and total current assets of $2,987, compared to $69,688 and $201,516, respectively, as of December 31, 2023. This sharp decline reflects the depletion of cash reserves due to operational restructuring, platform development efforts, and the absence of revenue.
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We recognize both the creative power and purchasing power of our users and fans in general, and as such, we designed our platform to maximize the economic effects of FANTOO users.
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Total current liabilities increased to $668,339 as of December 31, 2024, from $0 as of December 31, 2023 (from continuing operations), primarily due to accrued professional fees and other operating expenses. As a result, the Company’s working capital deficit widened, underscoring the urgency of its capital-raising efforts.
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Since May 2021, we have experienced a significant growth in the number of FANTOO users, with our user base exceeding 26.6 million users as of December 31, 2023. 43 Due to the surge in popularity of Korean culture (“ K-Culture ”), we believe that we have great potential to continue growing our user base, while maintaining a high percentage of Monthly Active Users (“ MAU s”).
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In response, management initiated actions to secure additional funding through equity issuances and potential debt financing. In early 2025, the Company also executed a reverse stock split to maintain its Nasdaq listing and enhance its appeal to institutional investors. To conserve capital, the Company adopted a leaner operational model by outsourcing key development and administrative functions to third-party providers.
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According to the Korea Foundation and Korean Ministry of Foreign Affairs, in 2021, Korean culture had 156.6 million fans in 116 countries, and generated approximately $21.5 billion in global revenue in 2019.
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These cost-saving measures are expected to support near-term cash flow stabilization. The Company’s ability to continue as a going concern depends on its success in raising additional capital and executing its platform monetization strategies. Management believes that the launch of the upgraded FANING platform and recent operational realignments provide a foundation for improved performance beginning in 2025.
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Furthermore, K-Culture was ranked as the seventh most influential global culture in 2021, and contributed over $10 billion in exports in 2020, as reported by the Korean Foundation for International Cultural Exchange. The global purchasing power of K-Culture was at $124.3 billion in 2020, based on the 2021 report by the Organization for Economic Co-operation and Development.
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Financial Condition and Going Concern As of December 31, 2024, the Company’s financial condition reflected a continued working capital deficiency, a significant accumulated deficit, and ongoing operating losses. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year from the issuance date of the financial statements.
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FANTOO Reward System Our user base is encouraged to interact with the FANTOO platform based on our user-reward system which rewards users with FP.
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In evaluating the Company’s ability to continue as a going concern, management considered its current cash position, projected operating expenditures, and anticipated financing activities. Management is actively pursuing financing alternatives and has taken steps to reduce operating costs, including the divestiture of non-core subsidiaries and implementation of an outsourced operational model.
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FP is an in-platform reward-point styled system, only usable within the FANTOO platform, that can be utilized by users to purchase goods and services offered in the FANTOO platform, such as within the FANTOO shop or to purchase in-application content.
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While there can be no assurance that sufficient funding will be secured in a timely manner, the Company believes its improved governance structure, upgraded FANING platform, and streamlined business focus enhance its ability to attract investment and commercial partnerships.
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Users earn FP based on: (i) the level of each user’s activity within the FANTOO platform; and (ii) the revenue we derive from FANTOO’s advertising sales.
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Significant accounting estimates and judgments include: ● Classification and presentation of discontinued operations resulting from the divestiture of subsidiaries. ● Assessment of going concern and the recoverability of assets and obligations. ● Allocation of shared operating expenses and liabilities between continuing and discontinued operations. ● Potential impairment of intangible assets related to platform development.
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At midnight of each day, all advertising revenue for that day is accumulated, and 50% of that day’s total net advertising profits are distributed as FP to users, based upon their level of contribution within the FANTOO platform.
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Management regularly reviews its estimates and assumptions, which are based on historical experience and other relevant factors, including the current economic environment. Actual results may differ materially from these estimates. Any material changes in assumptions could have a significant impact on our financial statements.
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From the 50% of profits that are distributed to users as FP, approximately 30% of the distribution of rewards will go to users who are content creators, and the remaining 20% will be issued to general users who participate on the platform.
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FANING is a fandom-centered platform designed to deliver an all-in-one ecosystem that enriches the fan experience through content, community, commerce, and creativity. The platform is available in 17 languages and supports real-time multilingual translation, enabling global fan engagement. Users can consume K-culture content, interact socially, and monetize creative work, including fan art, webtoons, and merchandise.
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By rewarding our users for interacting with the FANTOO platform, we believe we can promote a much more interactive user base, all while increasing our revenue by way of increased in-application purchasing power.
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The platform’s monetization strategy includes: ● Direct revenue from advertising, digital content, and commerce ● Commissions on user-to-user transactions, including gifts, stickers, translation matching, and creator content As of December 31, 2024, FANING had over 26.6 million registered users globally.
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For the purposes of calculating advertising profits allocated for user rewards, the amount of FP issued will be exchanged at a ratio of one FP for every 100 KRW.
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The platform is positioned to capitalize on the global rise in K-Culture fandom, now exceeding 229 million fans in 119 countries.
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For the avoidance of doubt, the issuance of FP from advertising revenue is limited to advertising revenue generated within the FANTOO platform, and the Company may earn advertising revenue outside of the FANTOO platform that would not result in the issuance of FP.
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The number of MAUs does not correspond to the number of unique individuals who actively utilize the FANING platform or the number of devices associated with an account. For example, a single account may be used by more than one individual, such as a family, and one account may use multiple devices.
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Although the Company has generated revenue from marketing services, product sales and content sales, because there has been no advertising revenue generated from the FANTOO platform, no FP has been issued as of the date of this Report. The Company does not intend to repurchase FP from users now or in the future.
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ARPU will remain a key performance indicator as FANING’s monetization strategies launch in 2025. Management expects future growth to be driven by organic user expansion, improved marketing efficiency, and the commercial rollout of the upgraded FANING platform beginning in April 2025.
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FP does not expire, and FP that is not redeemed by a user will accumulate in such user’s account unless and until such user deactivates their account, at which time such FP will be forfeited and moved to the Company’s reserve account for redistribution.
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The Company initially created and mined Kingdom Coin (“ KDC ”), a public digital cryptocurrency separate and apart from the FANTOO platform, as a method of onboarding and offboarding FP to and from the FANTOO platform through the Kingdom Wallet.
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However, on June 22, 2022, the Company entered into a Business Transfer Agreement (the “ KDC Agreement ”) with Kingdom Coin Holdings, a corporation incorporated in the Cayman Islands (the “ KDC Foundation ”), pursuant to which the Company transferred all of its KDC to the KDC Foundation, and no longer conducts or controls the operations, issuance, or sales of KDC in order to substantially reduce the Company’s involvement with blockchain technologies.
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This shift in our business plan was undertaken both to protect our users from potential risks associated with speculation in KDC, and because of the recent market and regulatory conditions surrounding cryptocurrency in general.
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As such, the Company no longer supports or operates Kingdom Wallet, and no longer allows, nor has the technology to allow, the conversion of FP into KDC, or KDC into FP. The KDC Foundation does not, has not, and will not coordinate any of its activities with the Company or the Company’s operation of FANTOO.
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Further, KDC will not be marketed to FANTOO users.
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Pursuant to the KDC Agreement, in exchange for the Company transferring (a) its then-existing outstanding KDC balance of 299,651,320,620, (b) blockchain mainnet known as the Fandomchain, and (c) the Kingdom Wallet to the KDC Foundation, the KDC Foundation will (y) assume all obligations and liabilities with respect to KDC and Kingdom Wallet, and (z) pay to the Company the following contingent amounts, if, at December 31, 2024: ● The KDC Foundation generates sales in excess of $74 million from the assets transferred from the Company, the KDC Foundation shall pay 10% of such sales to the Company; ● The KDC Foundation generates sales in excess of $37 million, but less than $74 million, from the assets transferred from the Company, the KDC Foundation shall pay 15% of such sales to the Company; and ● The Company will receive no consideration from the KDC Foundation if the assets transferred from the Company generates sales under $37 million.
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For the avoidance of doubt, sales generated from the transferred assets do not include any post-transfer newly created KDC. KDC Foundation planned to generate revenue by integrating KDC, FandomChain, and the Kingdom Wallet into mobile games, and monetizing such games.
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The table below sets forth the number of users compared to MAUs, and the respective percentage of MAUs to the entire FANTOO user base. The number of MAUs grew significantly in 2022, but the number of MAUs and the percentage of MAUs to user base haven’t grown for the year ended December 31, 2023.
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The Company intends to use ARPU as a key parameter to measure our FANTOO business performance in the future. The future growth will be attributable to the Company’s organic growth since the launch of the FANTOO platform in May 2021, as well as the results of the Company’s effective marketing and operations.
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This efficiencies are due to the Company’s organic growth since the launch of the FANTOO platform in May 2021, as well as the results of the Company’s marketing efforts. 45 Components of Results of Operations The Company’s functional currency for all operations is the KRW. The Company’s accounting records are maintained in KRW and translated into U.S.
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Dollars at year-end for the purposes of presentation. During 2023, there was in the exchange rates from KRW 1,291.95/USD $1 to KRW 1,305.41/USD $1. Revenue We anticipate that our primary source of revenue will be generated from FANTOO platform operations.
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Additionally, we have generated limited revenue from the Company’s other subsidiaries’ operations, such as revenue from marketing services, retail sales, and content sales. We started generating revenue from FANTOO business, and we anticipate earning more steady revenue from the Company’s other businesses by 2024.
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Revenue from FANTOO business We expect that our primary sources of revenue on the FANTOO platform will be derived from (i) direct sales and (ii) commissions from user-to-user sales. We started generating revenue from FANTOO platform.
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(i) Direct Sales We started generating direct sales revenue through: (i) original content sales, such as FANTOO produced web series that can be purchased by users on our platform or licensed to distributors; (ii) e-commerce goods through FANTOO’s Fanshop, which sells items such as the latest fandom goods and upcoming concert tickets; and (iii) advertising sales, including banner placements, splash advertising, pop-up advertisements within the platform, in-platform promotions, and branded content productions.
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For advertising sales, we act as an agent in arranging third-party promotions to our users. Our business model provides for the distribution of a percentage of our advertising revenue to FANTOO users in the form of FP as incentives for certain activities within the FANTOO platform.
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Users can then spend FP within the FANTOO platform to purchase goods and/or services, either directly from us or from other users. (ii) User-to-User Commissions We intend to generate commissions on user-to-user transactions when FANTOO users sell their own products, content, and services to other users.
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Users can sell: (i) items they have created or produced such as emojis, online stickers, web novels, and webtoons; and (ii) tangible goods or other non-FANTOO platform based fandom items, such as concert tickets. For each sale by a user of content and non-tangible goods, we intend to collect a percentage of the gross purchase price.

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