ATPC

New in FY2025

• For the year ended December 31, 2025, we purchased $365,840, $133,406 and $73,163 from three of our major suppliers, represented approximately 55.6%, 20.3% and 11.1%, respectively, of our total purchases.
• We currently do not have long term supply agreements with our three largest suppliers for the year ended December 31, 2025, and we typically make ad hoc purchases through submission of purchase order forms.
• For the years ended December 31, 2025 and 2024, Agape S.E.A.
• While the Company have not made any purchases from the VIE for the year ended December 31, 2025, we may expect to continue to rely on ASL’s beneficiary ownership structure with Agape S.E.A. to operate our business.
• In connection with the audit of our consolidated financial statements as of December 31, 2025, we identified three “material weaknesses”, and other control deficiencies including significant deficiencies in our internal control over financial reporting.
• GAAP; (ii) lack of a functional internal audit department or personnel that monitors the consistencies of the preventive internal control procedures and lack of adequate policies and procedures in internal audit function to ensure that the Company’s policies and procedures have been carried out as planned; and (iii) insufficient procedures and policies were in place to assess the credit risk and capabilities of the third-party manager prior to the investment decision.
• Our total revenues increased by approximately 15.2% from approximately $1.3 million for the year ended December 31, 2024 to approximately $1.5 million for the year ended December 31, 2025.
• Our gross profit increased by approximately 10.4% from approximately $0.7 million for the year ended December 31, 2024 to approximately $0.8 million for the year ended December 31, 2025.
• We earn revenues, pay expenses, own assets and incur liabilities in countries using currencies other than the U.S. dollar (“US$”), including Malaysian Ringgit (“MYR” or “RM”), Hong Kong Dollars (“HK$”) and Chinese Yuan (“CNY”).
• The Malaysian economy registered modest growth of approximately 4.9% and 5.1% in December 31, 2025 and December 31, 2024, respectively, according to the Department of Statistics Malaysia.
• If we fail to meet applicable listing requirements, Nasdaq may delist our ordinary shares from trading, in which case the liquidity and market price of our ordinary shares could decline.
• We cannot assure you that we will be able to meet the continued listing standards of Nasdaq.
• The Company received a letter from the Listing Qualifications Staff (the “Staff”) of Nasdaq on January 27, 2026, notifying the Company that, based upon the closing bid price of the Company’s ordinary shares for the last 30 consecutive business days, the Company is not currently in compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued listing on Nasdaq, as set forth in Nasdaq Listing Rule 5550(a)(2) which matter serves as a basis for delisting the Company’s securities from Nasdaq.
• Nasdaq has provided the Company with an 180 calendar days compliance period, or until July 27, 2026, in which to regain compliance with Nasdaq continued listing requirement.
• In the event that the Company does not regain compliance in the compliance period, the Company may be eligible for an additional 180 calendar days, should the Company meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and is able to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary.
• However, if it appears that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide notice that the Company’s securities will be subject to delisting.
• On February 2, 2026, the Company received an additional notification letter notifying the Company that the Staff has determined to delist the Company’s securities.
• The Staff’s determination was based on that as of January 30, 2026, the Company’s securities had a closing bid of $0.10 or less for the last ten consecutive trading days, and accordingly, is subject to the provisions under Listing Rule 5810(c)(3)(A)(iii), the “Low Priced Stocks” Rule.
• The Company has the opportunity to request a hearing with the Hearings Panel (the “Panel”), by February 9, 2026.
• The hearing request will stay the suspension of the Company’s securities and the filing of the Form 25-NSE pending the Panel’s decision.
• The Company has requested a hearing before a Nasdaq Hearings Panel to appeal Nasdaq’s determination pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series.
• There can be no assurance that the Hearings Panel will grant the Company’s request for continued listing.
• In addition, l egislative or other regulatory action in the United States could result in listing standards or other requirements that, if we cannot meet, may result in delisting and adversely affect our liquidity or the trading price of our shares that are listed or traded in the United States.
• If we fail to comply with the applicable listing standards and Nasdaq delists our ordinary shares, we and our shareholders could face significant material adverse consequences, including: ● a limited availability of market quotations for our ordinary shares; ● reduced liquidity for our ordinary shares; ● a determination that our ordinary shares are “penny stock”, which would require brokers trading in our ordinary shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our ordinary shares; ● a limited amount of news about us and analyst coverage of us; and ● a decreased ability for us to issue additional equity securities or obtain additional equity or debt financing in the future.
• The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because we expect that our ordinary shares will be listed on Nasdaq, such securities will be covered securities.
• Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case.
• Further, if we were no longer listed on Nasdaq, our securities would not be covered securities and we would be subject to regulations in each state in which we offer our securities.
• We expect to incur significant additional costs as a result of being a public company, which may materially and adversely affect our business, financial condition and results of operations.
• As a public company, we incur significant additional costs associated with corporate governance requirements, including rules and regulations of the SEC, under the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and the Exchange Act, as well as the rules of the Nasdaq.
• These rules and regulations are expected to significantly increase our accounting, legal and financial compliance costs and make some activities more time-consuming.
• We also expect these rules and regulations to make it more expensive for us to obtain and maintain directors’ and officers’ liability insurance.
• As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers.
• Accordingly, increases in costs incurred as a result of becoming a publicly traded company may materially and adversely affect our business, financial condition and results of operations.
• Because we do not anticipate paying any cash dividends on our capital stock in the foreseeable future, capital appreciation, if any, will be the sole source of gain.
• We have never declared or paid cash dividends .
• We currently intend to retain all of our future earnings, if any, to finance the growth and development of our business.
• As a result, capital appreciation, if any, of our ordinary shares will be the sole source of gain for the foreseeable future.
• Securities analysts may not publish favorable research or reports about our business or may publish no information at all, which could cause our stock price or trading volume to decline.
• If a trading market for our ordinary shares develops, the trading market will be influenced to some extent by the research and reports that industry or financial analysts publish about us and our business.
• As a newly public company, we may be slow to attract research coverage and the analysts who publish information about our ordinary shares will have had relatively little experience with us or our industry, which could affect their ability to accurately forecast our results and could make it more likely that we fail to meet their estimates.

and 2 more.

Gone since FY2024

• For the year ended December 31, 2024, we purchased $335,494 and $98,391 from two of our major suppliers, represented approximately 59.8% and 17.5% respectively, of our total purchases.
• We currently do not have long term supply agreements with our two largest suppliers for the year ended December 31, 2024, and we typically make ad hoc purchases through submission of purchase order forms.
• For the years ended December 31, 2024 and 2023, Agape S.E.A.
• While the Company have not made any purchases from the VIE for the year ended December 31, 2024, we may expect to continue to rely on ASL’s beneficiary ownership structure with Agape S.E.A. to operate our business.
• In connection with the audit of our consolidated financial statements as of December 31, 2024, we identified two “material weaknesses”, and other control deficiencies including significant deficiencies in our internal control over financial reporting.
• GAAP; (ii) lack of a functional internal audit department or personnel that monitors the consistencies of the preventive internal control procedures and lack of adequate policies and procedures in internal audit function to ensure that the Company’s policies and procedures have been carried out as planned.
• Our total revenues decreased by approximately 7.6% from approximately $1.4 million for the year ended December 31, 2023 to approximately $1.3 million for the year ended December 31, 2024.
• Our gross profit decreased by approximately 18.9% from approximately $0.9 million for the year ended December 31, 2023 to approximately $0.7 million for the year ended December 31, 2024.
• We earn revenues, pay expenses, own assets and incur liabilities in countries using currencies other than the U.S. dollar, including Malaysian Ringgit and the Hong Kong Dollar.
• The Malaysian economy registered modest growth of approximately 5.1 % and 3.0% in December 31, 2024 and December 31, 2023 respectively, according to the Department of Statistics Malaysia.