Core Insights - MD Local Global Ltd. has completed a critical phase in the design and planning process for its Oriental Garden and Castle Exhibition Project at Fernie Castle, Scotland [1] - The company has entered into a design collaboration with Kengo Kuma & Associates and Simpson & Brown LLP to enhance the project's design quality and planning approval likelihood [2][3] Design Collaboration - The collaboration involves a dual-layer design structure that combines global architectural vision with local heritage expertise [3] - Kengo Kuma & Associates will focus on conceptual architectural and landscape design, emphasizing materiality and Eastern philosophy [4] - Simpson & Brown will provide heritage and planning advisory services, ensuring alignment with UK and Scottish regulations [5] Project Management - MDLG serves as the project sponsor and coordinator, overseeing strategic positioning and long-term operational planning [6] - The collaboration aims to align design ambition with heritage considerations, mitigating risks associated with historic estate development [6] Strategic Significance - MDJM LTD management emphasizes that the partnership aims to achieve design excellence and planning certainty, enhancing the project's long-term value [7] - The project is expected to showcase MDLG's capabilities in cultural asset enhancement and international cultural exchange [7] Company Overview - MD Local Global Ltd. specializes in cultural IP development, animation production, and cultural venue operations, integrating Eastern philosophy with international artistic practices [8] Simpson & Brown Overview - Simpson & Brown LLP is a leading architectural practice in Scotland, recognized for its expertise in historic building conservation and heritage-led design [9][10]

Core Viewpoint - MD Local Global Ltd. has entered into a significant partnership with H5 S.A.R.L. to co-produce an animated short film, marking a key step in its global cultural expansion and enhancing its capabilities in cultural IP development and animation production [1][2]. Group 1: Partnership and Strategic Goals - The agreement with H5 reinforces MDLG's strategy to blend Eastern philosophical storytelling with international artistic innovation, aiming to cultivate a new generation of cultural and animation IP with global appeal [2]. - MDLG is focused on building a comprehensive cultural IP ecosystem based on four pillars: Cultural IP Ownership & Original IP Development, International Cultural IP Licensing & Collaboration, Cultural IP Commercialization [2][6]. Group 2: H5's Background and Contributions - H5 is a highly respected French creative studio known for its contributions to animation, graphic design, and contemporary art, with notable works including the Academy Award-winning animated short film Logorama [3]. - H5 has over 30 years of creative innovation and has significantly influenced France's visual culture, making it a valuable partner for MDLG in merging artistic expression with cultural meaning [3]. Group 3: Creative Team and Project Development - An exceptional team of internationally acclaimed creators has been assembled for the animated short, with Ludovic Houplain as the director and Federico Matarazzo as the artistic producer, guiding the film's conceptual and visual evolution [4][5]. - The project aims to create original IP rooted in Eastern culture and aesthetics, while also expanding cross-border creative partnerships to enhance cultural resources and artistic expression [6][7]. Group 4: Future Cultural Ecosystem - The collaboration between MDLG and H5 is not limited to a single project; both parties are exploring multi-layered cultural partnerships that integrate animation, cultural tourism, and international collaboration [7]. - MDLG aims to establish an immersive Animation Art Museum at Fernie Castle, inspired by Japan's Ghibli Museum, to further enhance its cultural experience operations [6].

Core Insights - MD Local Global Ltd. is expanding its cultural and creative operations, focusing on creating a comprehensive global cultural IP ecosystem [1][2] Group 1: Strategic Expansion - The company will establish an immersive animation art gallery at Scotland's Fernie Castle, inspired by Japan's Ghibli Museum [2] - MDLG's future strategy includes cultural IP ownership, original IP development, international licensing, and cultural experience operations [3][4] Group 2: Cultural IP Development - The company aims to generate sustainable cultural revenue through various initiatives such as animation and art exhibitions, themed dining, and cultural festivals [3] - An Architectural Design Service Agreement was signed with Kengo Kuma & Associates for the Fernie Castle Oriental Landscape Project, enhancing the cultural ecosystem [5] Group 3: Collaborative Projects - MDLG signed a Script Contract with Isabel Herguera and Gianmarco Serra to develop a short film titled "Journey to the West," showcasing original IP rooted in Eastern culture [6][10] - An Animation Production Agreement was signed with Abano Producións to produce the animated short film, leveraging Abano's expertise in auteur animation [10][11] Group 4: Cultural Ecosystem Goals - The company is committed to building a globally influential cultural and artistic ecosystem, integrating Eastern philosophy and aesthetics into contemporary storytelling [12]

Core Viewpoint - Premarket trading is showing notable activity with significant price movements indicating potential investment opportunities before the market opens [1] Premarket Gainers - Society Pass Incorporated (SOPA) has increased by 139% to $3.34 - Critical Metals Corp. (CRML) has risen by 79% to $14.30 - Sanmina Corporation (SANM) is up 26% at $144.61 - Palisade Bio, Inc. (PALI) has gained 25% to $2.00 - Advanced Micro Devices, Inc. (AMD) has increased by 24% to $205.07 - Odyssey Marine Exploration, Inc. (OMEX) is up 22% at $2.46 - Youxin Technology Ltd (YAAS) has risen by 21% to $3.14 - NioCorp Developments Ltd. (NB) is up 18% at $9.38 - Snow Lake Resources Ltd. (LITM) has increased by 14% to $5.66 - Plug Power Inc. (PLUG) is up 7% at $4.10 [3] Premarket Losers - Rich Sparkle Holdings Limited (ANPA) has decreased by 15% to $22.10 - CCH Holdings Ltd Ordinary Shares (CCHH) is down 15% at $3.73 - Xcel Brands, Inc. (XELB) has fallen by 14% to $2.04 - Quantum Computing Inc. (QUBT) is down 13% at $21.39 - Rent the Runway, Inc. (RENT) has decreased by 12% to $4.70 - MDJM Ltd (UOKA) is down 11% at $2.96 - CID HoldCo, Inc. (DAIC) has fallen by 9% to $2.72 - Algorhythm Holdings, Inc. (RIME) is down 9% at $2.47 - Corbus Pharmaceuticals Holdings, Inc. (CRBP) has decreased by 8% to $13.50 - Art's-Way Manufacturing Co., Inc. (ARTW) is down 7% at $2.58 [4]

Core Insights - MDJM LTD has introduced cryptocurrency payment options at The Robin Hill Hotel, marking a significant step in the company's digital transformation strategy within the hospitality sector [1][2][3] - The initiative aims to enhance convenience for international travelers and cater to diverse payment preferences, potentially increasing the hotel's appeal to a global clientele [2][3] - This advancement aligns with MDJM's broader strategy to diversify payment solutions and explore intersections between digital innovation and cultural consumption [3][4] Company Overview - MDJM LTD is an integrated global culture-driven asset management company focused on transforming historical properties into cultural hubs that integrate modern digital technology with historical value [4] - The company is expanding its operations in the UK, with projects like Fernie Castle in Scotland and the Robin Hill Property in England, which are being remodeled into multifunctional cultural venues [4] - MDJM aims to position itself as a hub for artisan exchanges and cultural events, leveraging its historical properties to promote Eastern and Western cultural exchanges [4]

Core Insights - MDJM LTD has officially opened a new bar named Time and Stars at the Robin Hill Hotel in Torquay, UK, following final licensing approval on August 19, 2025, marking a strategic milestone in diversifying revenue streams and enhancing the cultural value of its hospitality portfolio [1][2][6] Company Developments - The new bar expands the offerings of Robin Hill Hotel through on-site beverage services, curated events, and immersive guest experiences, aimed at elevating the property's regional profile and serving as a pilot for future hospitality enhancements [2][5] - Time and Stars is designed within a Victorian heritage building, featuring reproductions of famous artworks and an observatory-style sunroom, creating a culturally distinctive venue that encourages reflection [3][4] - The bar is managed by William Taylor, a hospitality professional with nearly a decade of experience, expected to enhance service quality and support future growth in bar events and cultural engagement [4][6] Market Positioning - Time and Stars is positioned to attract both hotel guests and local patrons, enhancing Robin Hill Hotel's boutique positioning and on-site revenue potential, making it an appealing choice for vacation travelers [5][6] - The launch aligns with MDJM's long-term strategy to develop lifestyle-oriented assets with global appeal, integrating heritage, creativity, and experiential value into its offerings [6][7] Strategic Vision - MDJM is focused on transforming historical properties into cultural hubs, with ongoing projects in the UK, including Fernie Castle, which is undergoing renovations in collaboration with renowned architectural firms [7] - The company aims to leverage its historical properties for promoting cultural exchanges and enhancing its global market presence, reflecting its commitment to expanding its cultural business footprint [7]

Core Insights - MDJM LTD has entered into a design collaboration agreement with Kengo Kuma and Associates for the renovation and landscape planning of the Fernie Castle cultural destination project in Scotland, aiming to enhance its cultural value and commercial potential [1][4] - KKAA is recognized for integrating traditional aesthetics with modern design, with notable projects in over 50 countries, including the UCCA Clay Museum in China and the Centro de Arte Moderna Gulbenkian in Portugal [2] - The redevelopment plan for Fernie Castle includes an Oriental-style garden and an animation and art museum inspired by Japan's Ghibli Museum, promoting Eastern cultural values to audiences in the UK and Europe [3] Company Overview - MDJM LTD is focused on transforming historical properties into cultural hubs that integrate modern technology with historical value, with ongoing projects in the UK, including Fernie Castle and the Robin Hill Property [5] - The company aims to create multi-functional cultural venues featuring fine dining, hospitality services, art exhibitions, and cultural exchange events, positioning itself as a hub for artisan exchanges and cultural promotion [5]

Core Insights - MDJM LTD has reported a significant operational growth at its Robin Hill Hotel, with full-year bookings increasing by 301% as of June 2025 compared to 2024 [1][2] - The average daily rate (ADR) for the hotel has risen from £135 to £162, marking a 20% increase in pricing [2] - The company anticipates continued growth in bookings as the summer peak and holiday seasons approach [2] Company Strategy - The growth at Robin Hill Hotel is attributed to strategic upgrades, including hiring a French-trained chef and expanding dining options with Eastern cultural elements [3] - The hotel plans to open dining services to non-resident visitors, launching a signature English afternoon tea experience to broaden its customer base [4] - The CEO emphasized the integration of cultural heritage and hospitality as a key strategy for enhancing guest experiences and supporting asset value growth [5] Company Overview - MDJM LTD focuses on transforming historical properties into cultural hubs that combine modern technology with historical value [6] - The company is expanding its operations in the UK, with projects like Fernie Castle and Robin Hill, aiming to create multifunctional cultural venues [6] - MDJM seeks to promote Eastern and Western cultural exchanges through its properties, enhancing its global market presence [6]

Corporate Structure and Operations - The company operates as a holding entity in the Cayman Islands, with no direct operations, relying on subsidiaries in the UK and a VIE in China until March 2025[18]. - The VIE Agreements allowed the company to consolidate financial results from Mingda Tianjin for fiscal years ending December 31, 2024, 2023, and 2022 under U.S. GAAP[22]. - The Exclusive Business Cooperation Agreement with Mingda Tianjin enables the company to provide management and technical support, with service fees based on net income after statutory reserves[23]. - The Share Pledge Agreement secures the performance of Mingda Tianjin's obligations, allowing the company to collect dividends and dispose of pledged equity interests in case of default[26]. - The Exclusive Option Agreement grants the company the right to purchase equity interests in Mingda Tianjin at the capital paid in by shareholders, subject to PRC law[29]. Regulatory Compliance and Risks - The company is not currently subject to cybersecurity reviews as it does not have over one million users' personal information, nor does it anticipate reaching that threshold in the foreseeable future[34]. - As of the report date, the company has not received any inquiries or sanctions regarding its overseas listing from the CSRC or other PRC authorities[34]. - The company’s auditor, RBSM LLP, is subject to PCAOB inspections, which is crucial for compliance with the HFCA Act to avoid potential trading prohibitions[36]. - The company is categorized as an existing enterprise under the Trial Administrative Measures, thus not immediately required to file for compliance following the new regulations[34]. - Future compliance with PRC regulations will be necessary for any new offerings or fundraising activities[34]. - The company is not required to obtain permission from PRC authorities for its securities offerings, but it remains subject to potential future compliance requirements due to evolving regulations[44]. - The company may face challenges in obtaining and remitting foreign currency for dividend payments due to PRC government controls[52]. - Future regulatory changes in China could impose additional compliance costs and operational restrictions, impacting the company's business[91]. - The company may face additional compliance requirements due to new regulations aimed at strengthening oversight of overseas listings by China-based companies[105]. - The company may incur substantial costs to comply with the Data Provisions, potentially leading to adverse effects on its business operations and financial position[110]. Financial Performance - Revenue decreased by 90% in 2022 compared to 2021, primarily due to the impact of the COVID-19 pandemic and declining consumer demand in China[69]. - Revenue generated through PRC operating entities for the year ended December 31, 2023, was $41,954, a decrease of 90% from $434,371 in 2022[72]. - The PRC operating entities ceased operations in China for the fiscal year ended December 31, 2024, resulting in revenue of $nil, a decrease of 100% from the previous year[71]. - As of the date of the annual report, no dividends or distributions have been made to the company or its shareholders, and future earnings are intended to finance business expansion[47]. Investment and Capital Structure - The company transferred $1,480,000 to its UK subsidiary as an investment in 2022, and no other assets were transferred between the company, its subsidiaries, and the VIE during the fiscal years ended December 31, 2024, 2023, and 2022[46]. - Current PRC regulations allow the WFOE to pay dividends to the Hong Kong subsidiary only from accumulated profits, and at least 10% of after-tax profits must be set aside for statutory reserves[50]. - The company intends to apply for a tax resident certificate to potentially benefit from a reduced withholding tax rate on dividends under the Double Tax Avoidance Arrangement[54]. - The company has not yet applied for a Hong Kong tax resident certificate, which is necessary to qualify for the reduced withholding tax rate[146]. Market Expansion and Strategy - The company has expanded into European markets by establishing subsidiaries in the UK and Germany and acquiring properties such as Fernie Castle and the Robin Hill Property[69]. - The company plans to continue searching for potential acquisition targets in the UK and other European countries, focusing on properties with rich historical value[206]. - The newly launched e-commerce platform, www.uokaus.com, aims to integrate commerce with cultural heritage and support craftsmanship-based retail[202]. - The company aims to develop unique cultural assets and enhance market competitiveness through the creation of Eastern cultural landscape gardens at Fernie Castle[206]. Management and Governance - The Chief Executive Officer, Mr. Siping Xu, owns 38.70% of the company's Ordinary Shares, granting him significant voting power over corporate matters[160]. - The company has identified a material weakness in internal controls over financial reporting prior to its IPO, but has since taken steps to address this issue[162]. Challenges and Risks - The UK subsidiaries face challenges in identifying and managing additional hotel properties, which could impair growth strategies[60]. - Compliance with hospitality industry regulations is critical, as non-compliance may lead to fines or operational suspensions, adversely affecting financial results[61]. - The company is exposed to risks from changing policies in the UK real estate market, which could increase operational costs and affect profit margins[67]. - The company’s operations in Japan may incur losses due to economic instability and external disruptions, impacting future revenue potential[77]. - The company relies heavily on the experience of its senior management team, and losing key personnel could hinder business operations and growth strategies[74]. Audit and Listing Compliance - The PCAOB has secured access to inspect audit firms in mainland China and Hong Kong, but future access may be obstructed by PRC authorities, affecting the company's audit compliance[120]. - The HFCA Act mandates that if the PCAOB cannot inspect the company's auditors for two consecutive years, trading of its securities may be prohibited on U.S. exchanges, posing a risk to the company's market presence[118]. - The company may not be able to continue satisfying Nasdaq listing requirements, which could lead to delisting and negatively impact share price[172]. - The company received a notice from Nasdaq on October 23, 2024, for failing to meet the minimum closing bid price requirement of $1.00 per share, with a compliance period until April 21, 2025[171]. - The company may face significant consequences if delisted from Nasdaq, including reduced liquidity and increased trading restrictions[173]. Revenue Generation and Performance Metrics - Mansions generated revenue of $48,375 (GBP 37,849) in 2024, $102,909 (GBP 82,729) in 2023, and $16,263 (GBP 13,207) in 2022[197]. - The PRC operating entities reported revenue of $nil in 2024, $41,954 in 2023, and $434,371 in 2022, with net losses of $(631,355), $(662,821), and $(1,847,047) for the same years respectively[200]. - The PRC operating entities generated 0%, 29.0%, and 96.4% of their total revenue through primary agency sales services in fiscal years ended December 31, 2024, 2023, and 2022 respectively[199]. - The total value of contracts for new properties sold by the PRC operating entities was $0 million for 2024, $8.97 million for 2023, and $83.12 million for 2022[215]. - The total gross floor area of new properties under contract was 0 thousand square meters for 2024, 1.24 thousand square meters for 2023, and 13.98 thousand square meters for 2022[215].

Corporate Structure and Operations - The company operates through subsidiaries in the UK and a Variable Interest Entity (VIE) in China, consolidating financial results under U.S. GAAP[19] - The company has evaluated its VIE Agreements and determined it is the primary beneficiary for accounting purposes, allowing for consolidation of financial results[24] - The company relies on VIE Agreements to control Mingda Tianjin, which may not be effective, exposing it to risks of losing control over operations[213] - The principal shareholder, Mr. Siping Xu, owns 98.27% of Mingda Tianjin's equity, complicating potential changes to the corporate structure[215] - The company established its PRC subsidiary through direct investment rather than mergers or acquisitions, which is not classified under the M&A Rules[208] Regulatory Environment - The company is not currently subject to cybersecurity review as it does not have over one million users' personal information, which mitigates certain regulatory risks[38] - The company has not received any inquiries or sanctions regarding its overseas listing from the China Securities Regulatory Commission (CSRC) as of the report date[38] - The CSRC promulgated the Trial Measures effective March 31, 2023, requiring domestic companies to complete filing procedures for overseas offerings within three working days[44] - The CSRC's Trial Measures mandate that domestic companies seeking to list securities overseas must complete filing procedures within three working days of application submission[163] - Existing Issuers, including the company, are not immediately required to file for compliance but must do so for any subsequent offerings[164] - The CSRC has implemented a centralized filing management system for overseas listings, which does not require prior approval from the CSRC[209] - Regulatory uncertainties regarding the M&A Rules could lead to severe penalties or operational restrictions if compliance is not met[216] Financial Performance - Revenue generated through the PRC operating entities for the year ended December 31, 2023, was $41,954, a decrease of $392,417, or 90%, from $434,371 in the same period of 2022[82] - Revenue for the year ended December 31, 2022, was $434,371, a decrease of $4,012,393, or 90%, from $4,446,764 in the same period of 2021[83] - The average commission rate achieved by the PRC operating entities in 2023, 2022, and 2021 was 0.47%, 0.5%, and 0.72%, respectively[81] - During the year ended December 31, 2023, revenue from one major customer represented 28% of total revenue, indicating a high dependency on a concentrated customer base[106] - Accounts receivable balances as of December 31, 2023, were $164,170, down from $967,819 in 2022, reflecting a significant reduction in outstanding receivables[108] Investment and Earnings - The company intends to retain future earnings to finance business expansion and does not anticipate paying cash dividends in the foreseeable future[52] - The company has not distributed any earnings or settled any amounts owed under the VIE Agreements as of the date of the annual report[50] - Current PRC regulations permit WFOE to pay dividends to MDJH Hong Kong only out of its accumulated profits, if any[56] - The PRC government imposes controls on the conversion of RMB into foreign currencies, which may hinder the company’s ability to remit foreign currency for dividend payments[57] - If the company is considered a PRC tax resident enterprise, dividends paid to overseas shareholders may be subject to PRC withholding tax at a rate of up to 10.0%[58] Market Conditions - The PRC operating entities' business is significantly affected by fluctuations in the real estate market, which has seen rapid growth but also volatility in prices and demand[62] - The PRC operating entities have been reducing their operations in China since 2021 and have expanded into European markets by establishing subsidiaries in the UK and Germany[82] - The PRC operating entities' sales performance is influenced by various factors, including buyer appetite and government policies, which may lead to fluctuations in revenue[81] - The gradual relaxation of home purchase restrictions is expected to increase residents' willingness to buy houses, positively impacting the real estate economy[75] Legal and Compliance Risks - The company is subject to legal and operational risks associated with its substantial operations in China, which could impact the value of its securities[38] - The VIE structure poses unique risks, including potential changes in PRC laws that could affect operational control and the value of securities[35] - The PRC legal system's rapid evolution creates uncertainties in the interpretation and enforcement of laws, which could adversely affect business operations[147] - The enforcement of foreign judgments in China is uncertain, particularly regarding judgments from U.S. courts[160] - The company may experience difficulties in legal processes and investigations due to the complexities of operating within the PRC legal framework[161] Currency and Financial Risks - Fluctuations in the RMB against the U.S. dollar may materially affect the company's financial results, as its operating entities conduct business in RMB while reporting in U.S. dollars[192] - Limited hedging options are available in China to mitigate foreign currency exchange risk, which may lead to significant currency exchange losses[195] Competitive Landscape - The PRC operating entities face intense competition in the real estate services industry, which may impact their revenue and market position[86] - The trademark "Mingda Jiahe" is critical for competitive advantage, and any failure to protect it could negatively impact the business[113] Future Outlook - The company has adjusted its growth strategies to focus on overseas operations due to the decline in the Chinese real estate market[83] - The COVID-19 pandemic did not have a material impact on business operations and financial results in 2023[76] - MD Japan has not commenced operations and has not generated any revenue as of the report date, with potential adverse impacts from economic conditions in Japan and COVID-19 related restrictions[125] - The EU's Next Generation EU program includes grants and loans exceeding €800 billion to support economic recovery, but political uncertainties may pose risks to future economic performance[128] - The UK subsidiaries may incur losses due to ongoing political and economic uncertainty stemming from Brexit, with potential regulatory complexities arising from the Trade Cooperation Agreement[131]