Concorde International Group Ltd Class A Ordinary Shares (NASDAQ:CIGL) saw a 91.16% increase in its stock price, driven by a strategic partnership aimed at workforce transformation.Inno Holdings Inc. Common Stock (NASDAQ:INHD) experienced an 80.31% rise, expanding into electronic product trading and digital transformation initiatives.Duluth Holdings Inc. (DLTH) reported quarterly earnings of $0.03 per share, beating the Zacks Consensus Estimate and contributing to a 52.31% stock price increase.In the recent ...

Group 1 - A significant drop in stock prices of several Chinese micro-cap stocks listed in the US has resulted in investors losing billions of dollars, raising concerns about a potential "pump and dump" scheme [1] - Seven specific stocks, including Concorde International (CIGL.US) and Austin Technology (OST.US), have seen declines exceeding 80% in recent trading days, leading to a total market value loss of $3.7 billion [1] - Prior to the sharp declines, these stocks had experienced substantial increases and were promoted on social media platforms like WhatsApp [1] Group 2 - Brain Regen Technologies (RGC.US) has seen its stock price increase nearly 10,000% this year, with no current evidence linking the company to stock price fluctuations [2] - The FBI reported a 300% increase in complaints related to "pump and dump" stock fraud over the past year, indicating a rise in investor victimization [2] - Fraud groups are reportedly using social media ads and "investment club" promotions to lure investors, sometimes impersonating legitimate brokerage firms or well-known stock analysts [2]

Core Viewpoint - A large-scale "pump and dump" scheme involving Chinese concept stocks has occurred in the U.S. stock market, resulting in investors losing billions of dollars in a matter of weeks [1] Group 1: Market Impact - In July, several micro-cap Chinese stocks listed on NASDAQ experienced a sudden drop of over 80% after being heavily promoted on social media [2][6] - The cumulative market value of these stocks evaporated by $3.7 billion [6] - The FBI reported a 300% increase in complaints from victims of "pump and dump" stock fraud [1] Group 2: Specific Stocks Involved - Seven micro-cap stocks that collectively experienced significant declines include Concorde International, Ostin Technology, Top KingWin, Skyline Builders, Everbright Digital, Park Ha Biological Technology, and Pheton Holdings [2][6] Group 3: Fraud Mechanism - The stocks were promoted through WhatsApp groups and social media, with no evidence indicating that the companies themselves were involved in the price manipulation [6] - Fraudsters impersonated legitimate brokers or well-known stock analysts to lure investors into these schemes [6][7] Group 4: Regulatory Oversight - InvestorLink had previously alerted the market and media about unusual online activities related to these stocks, but regulatory bodies like the SEC and NASDAQ failed to act in time [9] - Warnings about potential stock manipulation were issued weeks before significant price drops occurred, indicating a lack of timely intervention from regulators [9]

Core Insights - Concorde International Group Ltd. has secured SG$11,621,370 (approximately US$9,040,472) in new contracts from January to May 2025, surpassing the total value of new contracts signed in all of 2024 [1][4] - The majority of these contracts represent multi-year recurring revenue, to be recognized over the 2025–2029 period, including four contracts awarded via public tenders from Singapore government-related organizations [2][3] - Concorde's growth reinforces its position as a leading provider of integrated security services in Singapore, a highly competitive market in Asia [3][4] Company Overview - Concorde International Group Ltd. specializes in integrated security solutions and facilities management services, established in 1997 [5] - The company is recognized for its innovative approach, particularly through its "I-Guarding Services," which provide comprehensive monitoring and security solutions [4][5] - The patented I-Man Facility Sprinter (IFS) is a key component of Concorde's service offerings, enhancing security and facility maintenance [5]

[PART I](index=9&type=section&id=PART%20I) [Key Information](index=9&type=section&id=ITEM%203.%20KEY%20INFORMATION) This section outlines critical investor information, focusing on significant business, regulatory, and ownership risks [Risk Factors](index=9&type=section&id=D.%20Risk%20Factors) The company faces material risks from high customer concentration, a prior going concern warning, intense competition, and a controlling dual-class share structure - A significant portion of revenue comes from a few long-term customers; the top five customers accounted for **23% of total revenue in FY2024**, a decrease from 33% in FY2023[33](index=33&type=chunk)[39](index=39&type=chunk) - The company's independent registered public accounting firm expressed substantial doubt about its ability to continue as a going concern for the fiscal year ended December 31, 2022, due to operating losses[32](index=32&type=chunk)[35](index=35&type=chunk) - The dual-class share structure concentrates approximately **97.56% of voting power with the CEO**, Swee Kheng Chua, limiting the influence of Class A shareholders on corporate matters[97](index=97&type=chunk)[99](index=99&type=chunk) - **Material weaknesses in internal control over financial reporting** were identified as of December 31, 2024, including lack of proper segregation of duties and insufficient staff training on IFRS[104](index=104&type=chunk)[105](index=105&type=chunk)[107](index=107&type=chunk) - The company is a **"controlled company"** under Nasdaq rules, exempting it from certain corporate governance requirements like having a majority of independent directors on the board[109](index=109&type=chunk) [Information on the Company](index=33&type=section&id=ITEM%204.%20INFORMATION%20ON%20THE%20COMPANY) The company operates as a BVI-incorporated holding company for its Singapore-based security service subsidiaries, focusing on technology-integrated solutions [History and Development of the Company](index=33&type=section&id=A.%20History%20and%20Development%20of%20the%20Company) The company consolidated its structure in 2023, completed a $4.4 million net IPO in 2025, and secured a $1 million convertible note from Softbank in 2024 - The company completed an Initial Public Offering (IPO) on April 21, 2025, raising gross proceeds of $5,000,000 and **net proceeds of approximately $4.4 million**[145](index=145&type=chunk)[147](index=147&type=chunk) - On June 10, 2024, the company received **$1,000,000 from Softbank Robotics Singapore Pte Ltd** through a convertible note with a 24-month maturity[152](index=152&type=chunk) - The company has a dual-class share structure where Class B shares have 100 votes per share, and the CEO holds approximately **97.56% of the total voting rights**[135](index=135&type=chunk)[136](index=136&type=chunk) [Business Overview](index=38&type=section&id=B.%20Business%20Overview) The company specializes in technology-driven i-Guarding services, which generate over 97% of revenue, and pursues a growth strategy focused on recurring revenue Revenue Breakdown by Service (FY2022-2024) | Service Type | FY2024 Revenue (%) | FY2023 Revenue (%) | FY2022 Revenue (%) | | :--- | :--- | :--- | :--- | | i-Guarding Services | 97.57% | 98.09% | 99.09% | | Man-Guarding Services | 1.15% | 1.41% | 0.24% | | Consultancy and Training | 0.54% | 0.50% | 0.67% | | Others | 1.28% | 0.50% | 0.67% | - The company's growth strategy includes growing its recurring revenue business (**89% of total revenue in FY2024**) and expanding its patented solutions internationally[189](index=189&type=chunk) - The company faces competition from major government-owned and international players but differentiates itself with a **technology-driven, mobile command center model**[182](index=182&type=chunk)[183](index=183&type=chunk) - As of the report date, the company employed **134 full-time staff**, with the majority (95 employees) being security officers[191](index=191&type=chunk)[192](index=192&type=chunk) [Property, Plants and Equipment](index=49&type=section&id=D.%20Property%2C%20Plants%20and%20Equipment) The company's key assets include a portfolio of international patents for its security technologies and its owned corporate headquarters in Singapore - The company holds a portfolio of patents for its core technologies, including a mobile control unit and a security control system, with grants in multiple jurisdictions such as the **US (Patent US 11,854,354B2)**, Australia, and Europe[209](index=209&type=chunk)[210](index=210&type=chunk) - The company owns its corporate headquarters, an approximately **735 sqm office space in Singapore**, and leases an additional 292 sqm of office space[213](index=213&type=chunk)[214](index=214&type=chunk) [Operating and Financial Review and Prospects](index=51&type=section&id=ITEM%205.%20OPERATING%20AND%20FINANCIAL%20REVIEW%20AND%20PROSPECTS) FY2024 performance was marked by stable revenue of $10.5 million and a significant net loss of $83.6 million due to a one-time share-based compensation expense [Operating Results](index=51&type=section&id=A.%20Operating%20Results) FY2024 revenue was $10.49 million with a net loss of $83.6 million, driven by a non-cash $83.16 million share-based compensation expense Consolidated Results of Operations (2022-2024) | Financial Metric | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | Total Revenue | $10,490,668 | $10,655,993 | $5,006,345 | | Cost of Revenue | ($6,875,141) | ($7,662,024) | ($3,648,637) | | Share-based Compensation | ($83,155,336) | - | - | | **Net (Loss)/Profit** | **($83,623,097)** | **$994,194** | **($803,980)** | - The significant net loss in 2024 was primarily due to a one-time, non-cash **share-based compensation expense of $83,155,336** related to the issuance of Class B Ordinary Shares[234](index=234&type=chunk) Non-GAAP Financial Measure Reconciliation | Reconciliation Item | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | Net (Loss)/Profit before tax | ($83,508,195) | $1,125,434 | ($803,980) | | Share-based compensation expense | $83,155,336 | - | - | | **Adjusted Net (Loss)/profit before tax** | **($352,859)** | **$1,125,434** | **($803,980)** | - Revenue **increased by 113% from $5.0 million in 2022 to $10.7 million in 2023**, driven by growth in i-Guarding services and the acquisition of new customers[219](index=219&type=chunk)[250](index=250&type=chunk) [Liquidity and Capital Resources](index=66&type=section&id=B.%20Liquidity%20and%20Capital%20Resources) As of Dec 31, 2024, the company held $1.0 million in cash, with operations financed by income, bank loans, and recent IPO proceeds Cash and Cash Equivalents | Date | Amount | | :--- | :--- | | Dec 31, 2024 | $1,000,284 | | Dec 31, 2023 | $956,975 | | Dec 31, 2022 | $441,278 | Summary of Cash Flows (2022-2024) | Cash Flow Activity | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | Net cash from/(used in) operating activities | $(564,187) | $790,944 | $(931,028) | | Net cash used in investing activities | $(952,990) | $(309,631) | $(912,089) | | Net cash provided by financing activities | $1,589,835 | $947 | $602,923 | - The company's contractual obligations as of Dec 31, 2024, include **total debt of $6.03 million** and undiscounted lease liabilities of $0.29 million[324](index=324&type=chunk) [Critical Accounting Estimates](index=71&type=section&id=E.%20Critical%20Accounting%20Estimates) Key estimates include the fair value of financial instruments and share-based compensation, and the assessment of expected credit losses on receivables - Fair value of financial instruments, especially **Level 3 inputs for convertible options and share-based compensation**, are critical estimates[328](index=328&type=chunk)[329](index=329&type=chunk)[332](index=332&type=chunk) - Assessment of **Expected Credit Losses (ECL)** on trade receivables is a key source of estimation uncertainty, based on a provision matrix using historical and forward-looking data[334](index=334&type=chunk)[742](index=742&type=chunk) [Directors, Senior Management, and Employees](index=73&type=section&id=ITEM%206.%20DIRECTORS%2C%20SENIOR%20MANAGEMENT%20AND%20EMPLOYEES) The company's leadership includes a five-member board, key executives, and 134 employees, with voting power highly concentrated with the CEO [Directors and Senior Management](index=73&type=section&id=A.%20Directors%20and%20Senior%20Management) The company is led by CEO Swee Kheng Chua and a board comprising two executive and three independent directors chairing key committees - The leadership team includes **Swee Kheng Chua (CEO & Chairman)**, Terence Wing Khai Yap (Director), and Sze Yin Ong (CFO)[337](index=337&type=chunk) - The board includes three independent directors: **Sim Peng Thia, Goh Kok Kee Alfred, and Mark Allen Brisson**, who chair the Audit, Compensation, and Nominating committees, respectively[337](index=337&type=chunk) [Compensation](index=75&type=section&id=B.%20Compensation) Aggregate cash compensation for directors and executive officers totaled $978,672 for the fiscal year ended December 31, 2024 - Aggregate cash compensation for directors and executive officers for the fiscal year ended December 31, 2024, was **$978,672**[352](index=352&type=chunk) [Board Practices](index=77&type=section&id=C.%20Board%20Practices) The board consists of five directors, including three independent members, and has established Audit, Compensation, and Nominating committees - The Board has three standing committees: **Audit, Compensation, and Nominating and Corporate Governance**[356](index=356&type=chunk) - The Audit Committee is composed of three independent directors, with **Sim Peng Thia designated as the 'Audit Committee Financial Expert'**[358](index=358&type=chunk)[360](index=360&type=chunk) [Employees](index=80&type=section&id=D.%20Employees) As of December 31, 2024, the company employed 134 full-time staff, with security officers forming the largest group Employee Headcount by Department (as of Dec 31, 2024) | Department | Number of Employees | | :--- | :--- | | Management | 3 | | Finance and Accounting | 4 | | Operations Management | 11 | | Business Development | 5 | | Technology & Engineering | 5 | | Administrative | 11 | | Security officers | 95 | | **Total** | **134** | [Share Ownership](index=81&type=section&id=E.%20Share%20Ownership) Share ownership is highly concentrated, with CEO Swee Kheng Chua controlling approximately 97.56% of the total voting power Beneficial Ownership of Key Individuals | Name of Beneficial Owner | Class B Shares Owned | Total Voting Power (%) | | :--- | :--- | :--- | | Swee Kheng Chua, CEO and Director | 20,392,590 | 97.56% | | All directors and executive officers as a group | 20,688,886 | 98.97% | [Major Shareholders and Related Party Transactions](index=82&type=section&id=ITEM%207.%20MAJOR%20SHAREHOLDERS%20AND%20RELATED%20PARTY%20TRANSACTIONS) Ownership is dominated by the CEO, and significant related party transactions include $2.67 million in subcontracting costs paid to an affiliated company - Major shareholders are detailed in Item 6.E, highlighting the **control held by CEO Swee Kheng Chua**[383](index=383&type=chunk) Key Related Party Transactions (FY2022-2024) | Transaction | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | Subcontracting costs - Total Protection Solution Pte Ltd | $2,667,045 | $2,504,458 | $1,668,048 | | Subcontracting costs - iMatrix Global Pte Ltd | - | $16,403 | $150,305 | Key Management Personnel Compensation (FY2022-2024) | Year | Total Compensation | | :--- | :--- | | 2024 | $978,672 | | 2023 | $319,190 | | 2022 | $403,798 | - On March 18, 2024, **20,788,886 Class B Ordinary Shares were issued to board members, executive officers, and their affiliates** as part of a share-based compensation plan[322](index=322&type=chunk)[389](index=389&type=chunk) [Additional Information](index=86&type=section&id=ITEM%2010.%20ADDITIONAL%20INFORMATION) This section covers the BVI legal structure, dual-class shares, controlled company status, and key tax considerations including PFIC risk for U.S. holders [Memorandum and Articles of Association](index=86&type=section&id=B.%20Memorandum%20and%20Articles%20of%20Association) The company is governed by BVI law with a dual-class share structure that establishes it as a "controlled company" under Nasdaq rules - The company's authorized share capital is **250,000,000 Class A Ordinary Shares (1 vote/share)** and **100,000,000 Class B Ordinary Shares (100 votes/share)**[405](index=405&type=chunk) - Each Class B Ordinary Share is convertible into one Class A Ordinary Share at any time by the holder; Class A shares are not convertible[411](index=411&type=chunk) - As a **"controlled company,"** Concorde is exempt from certain Nasdaq corporate governance rules, including the requirement for a majority of independent directors[407](index=407&type=chunk) [Taxation](index=98&type=section&id=E.%20Taxation) The company is exempt from BVI taxes but faces a significant risk of being classified as a Passive Foreign Investment Company (PFIC) for U.S. investors - The company is incorporated in the British Virgin Islands and is **exempt from all BVI income, capital gains, and dividend withholding taxes**[470](index=470&type=chunk) - There is a risk that the company could be classified as a **Passive Foreign Investment Company (PFIC)** for U.S. federal income tax purposes, which could have adverse tax consequences for U.S. Holders[129](index=129&type=chunk)[477](index=477&type=chunk)[478](index=478&type=chunk) - The company's Singapore subsidiaries are subject to a **17% corporate income tax rate**, and dividends paid are tax-exempt to shareholders under a one-tier system[271](index=271&type=chunk)[502](index=502&type=chunk) [Controls and Procedures](index=108&type=section&id=ITEM%2015.%20CONTROLS%20AND%20PROCEDURES) Management concluded that disclosure controls were ineffective as of December 31, 2024, due to identified material weaknesses in internal control - Management concluded that as of December 31, 2024, the company's **disclosure controls and procedures were ineffective**[528](index=528&type=chunk) - **Material weaknesses in internal control over financial reporting** were identified, including lack of proper segregation of duties and insufficient IFRS training for accounting staff[531](index=531&type=chunk) - Remediation plans include hiring more qualified staff, establishing a formal financial control framework, and strengthening corporate governance[530](index=530&type=chunk)[532](index=532&type=chunk) [Corporate Governance](index=111&type=section&id=ITEM%2016G.%20CORPORATE%20GOVERNANCE) As a "controlled company," Concorde utilizes exemptions from certain Nasdaq corporate governance requirements for its committees - The company is a **"controlled company"** under Nasdaq rules, as over 50% of voting power is held by an individual[546](index=546&type=chunk) - Due to its controlled company status, Concorde is exempt from and utilizes exemptions for certain Nasdaq governance requirements, such as having fully independent compensation and nominating committees[546](index=546&type=chunk) [Cybersecurity](index=112&type=section&id=ITEM%2016K.%20CYBERSECURITY) The company maintains a cybersecurity risk program with board oversight and has experienced no material incidents to date - The company has integrated cybersecurity risk management into its overall enterprise risk management system, with oversight from the board of directors[550](index=550&type=chunk)[554](index=554&type=chunk) - A comprehensive cybersecurity threat defense system is in place, and the company has experienced **no material cybersecurity incidents** to date[551](index=551&type=chunk)[552](index=552&type=chunk) [Financial Statements](index=116&type=section&id=ITEM%2018.%20FINANCIAL%20STATEMENTS) This section presents the audited consolidated financial statements for FY2022-2024, prepared under IFRS, with an unqualified audit opinion [Consolidated Statements of Financial Position](index=118&type=section&id=Consolidated%20Statements%20of%20Financial%20Position) Total assets grew to $10.27 million and total liabilities increased to $8.01 million as of December 31, 2024, while total equity declined to $2.26 million Consolidated Statement of Financial Position Highlights (As of Dec 31) | Account | 2024 | 2023 | | :--- | :--- | :--- | | **Total Assets** | **$10,273,207** | **$8,550,581** | | Total Current Assets | $5,378,614 | $5,287,321 | | Total Non-current Assets | $4,894,593 | $3,263,260 | | **Total Liabilities** | **$8,013,010** | **$5,848,005** | | Total Current Liabilities | $4,580,526 | $3,514,897 | | Total Non-current Liabilities | $3,432,484 | $2,333,108 | | **Total Equity** | **$2,260,197** | **$2,702,576** | [Consolidated Statements of Profit or Loss and Other Comprehensive (Loss)/Income](index=119&type=section&id=Consolidated%20Statements%20of%20Profit%20or%20Loss%20and%20Other%20Comprehensive%20(Loss)%2FIncome) For FY2024, the company reported a net loss of $83.62 million, or $(5.08) per share, driven by a large non-cash expense Consolidated Profit and Loss Summary (For the Year Ended Dec 31) | Account | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | Revenue | $10,490,668 | $10,655,993 | $5,006,345 | | Share-based compensation | ($83,155,336) | - | - | | **(Loss) /Profit for the year** | **($83,623,097)** | **$994,194** | **($803,980)** | | Basic (Loss)/Earnings per share | ($5.08) | $9.61 | ($7.83) | [Consolidated Statements of Changes in Equity](index=120&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Equity) Total equity decreased to $2.26 million in FY2024, as the $83.62 million net loss was largely offset by an $83.16 million increase in other reserves - Total equity decreased to **$2,260,197 as of Dec 31, 2024**, from $2,702,576 as of Dec 31, 2023[578](index=578&type=chunk) - The major changes in equity during 2024 were the **net loss of ($83.6M)** and the **share-based compensation of $83.2M**, which was recorded as an increase in 'Other reserves'[578](index=578&type=chunk) [Consolidated Statements of Cash Flows](index=122&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operations was $0.56 million in FY2024, with financing activities providing $1.59 million, resulting in a slight increase in total cash Consolidated Cash Flow Summary (For the Year Ended Dec 31) | Cash Flow Activity | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | Net cash (used in)/from operating activities | ($564,187) | $790,944 | ($931,028) | | Net cash used in investing activities | ($952,990) | ($309,631) | ($912,089) | | Net cash provided by financing activities | $1,589,835 | $947 | $602,923 | | **Net change in cash and cash equivalents** | **$72,658** | **$482,260** | **($1,240,194)** |