As previously reported, the Company entered into a certain service agreement, as supplemented by the first and second supplemental letter agreements dated March 24, 2025, and March 28, 2025, respectively (the "Agreement") with V Gallant SDN BHD ("V Gallant"), a private company incorporated in Malaysia. Pursuant to the Agreement, the Company engaged V Gallant for its generative AI solutions and AI digital human technology services (the "Services") in accordance with the terms and conditions therein. The Company agreed to pay V Gallant a total consideration of $16,000,000 (the "Fees") to V Gallant and/or its nominees for the Services and all associated hardware and software under the Agreement.
On December 26, 2025, the Company entered into a third supplemental letter agreement (the "Third Supplemental Letter") with V Gallant to amend Clause 4.1 of the underlying Agreement, pursuant to which the total consideration payable thereunder was reduced from $16,000,000 to $10,800,000.
As of the date of the Third Supplemental Letter, the Company had already paid an aggregate amount of $16,000,000 to V Gallant in accordance with the Agreement, thereby fully satisfying the amended total consideration under the Agreement. Following the execution of the Third Supplemental Letter, the Company does not have any further payment obligations to V Gallant in respect of the Services under the Agreement, and excess amount of $5,200,000 (the "Excess") will be settled through the issuance of V Gallant Limited's shares ("V Gallant Shares"), giving the Company an equity interest in its generative AI and AI digital human technology partner. The Company and V Gallant further agreed that the Excess shall be converted to V Gallant Shares based on a price of $4.00 per share, in accordance with the terms set forth in the Third Supplemental Letter.