20-F: Hold Me Ltd. Annual Report Highlights 2025

Hold Me Ltd. files its annual report on Form 20-F for the fiscal year ended December 31, 2025, detailing ongoing financial challenges, operational status, and future strategic considerations.

Summary

• Hold Me Ltd. filed its annual report on Form 20-F for the fiscal year ended December 31, 2025.
• The company continues to face significant financial challenges, including recurring losses and negative cash flows, raising substantial doubt about its ability to continue as a going concern.
• As of December 31, 2025, the company reported an accumulated deficit of NIS 4,724,346 and a stockholders' deficit of NIS 3,551,822.
• No revenues were generated in 2025, compared to NIS 55,845 in consulting fees in 2024.
• General and administrative expenses decreased by approximately 6.8% to NIS 689,024 in 2025 from NIS 739,681 in 2024.
• The company is dependent on external financing and estimates needing $80,000 for the next 12 months of operations.
• A proposed acquisition of Synthetic Darwin LLC in July 2025 was terminated in November 2025.
• The company is pursuing a non-bank lending license and has acquired S.Y. Calimero Entrepreneurship Ltd. which holds such a license.
• Significant risks include cybersecurity threats, competition in the digital payment and credit markets, reliance on third-party suppliers, and geopolitical instability in Israel.
• The company has identified material weaknesses in its internal control over financial reporting, including a lack of accounting staff and resources, insufficient documented procedures, and a lack of independent directors and an audit committee.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this filing as highly negative due to the company's continued lack of revenue, increasing losses, going concern doubts, and significant internal control weaknesses, with no clear path to profitability.

Positives

• Acquisition of S.Y. Calimero Entrepreneurship Ltd. in April 2024, which holds a basic (limited) non-banking credit license.
• The company has a non-bank lending license allowing it to lend up to NIS 25,000,000.
• General and administrative expenses decreased by 6.8% in 2025.
• The company is actively seeking additional capital to continue operations.

Negatives

• The company has suffered recurring losses from operations and has negative cash flows from operating activities.
• There is substantial doubt about the company's ability to continue as a going concern.
• No revenues were generated in the fiscal year ended December 31, 2025.
• As of December 31, 2025, the company has an accumulated deficit of NIS 4,724,346 and a stockholders' deficit of NIS 3,551,822.
• The company is heavily reliant on external financing and estimates needing $80,000 for the next 12 months.
• The proposed acquisition of Synthetic Darwin LLC was terminated.
• The company has identified material weaknesses in its internal control over financial reporting.
• The company has no intellectual property protection on its source code or platform.
• The company has no product liability insurance.

Risks

• The company's financial situation raises doubt about its ability to continue as a going concern, potentially leading to investors losing their entire investment.
• Cyber or security attacks could adversely affect operations, leading to data breaches, loss of intellectual property, and operational disruptions.
• Failure to acquire customers will materially and adversely affect the business, financial condition, and results of operations.
• The digital payment market may not continue to grow, impacting the company's business.
• Intense competition from large tech companies like Google, Apple, and PayPal could adversely affect the company's ability to compete.
• The company may not be able to maintain and improve the network effects of its digital economy, negatively affecting its business and prospects.
• Raising additional capital and the conversion of preferred shares could cause significant dilution to existing shareholders.
• The company may not be able to introduce products acceptable to customers or improve technology in response to changing market needs.
• If products fail to protect against attacks and customers experience security breaches, the company's reputation and business could be harmed.
• The company may experience significant liability claims or complaints from customers, or adverse publicity involving its products and services.
• The company may be subject to intellectual property infringement claims, which could be expensive to defend and disrupt operations.
• The company may not be able to prevent others from unauthorized use of its intellectual property due to a lack of patents or trademarks.
• The company's business, financial condition, and results of operations may be materially and adversely affected if its agreement with Amazon Cloud is terminated or if there are service issues.
• If relationships with other suppliers for products and services terminate or software development arrangements are disrupted, the business could be interrupted.
• The company's success depends on the continued services of Menachem Shalom, and his retention cannot be assured.
• The Chief Executive Officer's commitments to other companies may limit his ability to devote full-time attention to Hold Me Ltd.'s business.
• The company may fail to adopt new technologies to evolving customer needs or emerging industry standards.
• The company may be exposed to liabilities under U.S. and foreign anti-corruption, anti-money laundering, export control, and sanctions laws.
• An active trading market for the company's ordinary shares may not develop, and the trading price may fluctuate significantly.
• The company's ordinary shares are subject to penny stock rules, limiting the trading market and potentially reducing investment value.
• The trading price of the company's shares is likely to be volatile, potentially resulting in substantial losses for investors.
• The majority shareholder and principal officer has substantial influence over the company, and his interests may not align with other shareholders.
• If securities or industry analysts do not publish research or reports about the business, or if they adversely change their recommendations, the market price and trading volume could decline.
• The sale or availability for sale of substantial amounts of shares could adversely affect their market price.
• Negative publicity may harm the company's brand and reputation.
• The company does not expect to pay dividends in the foreseeable future, meaning investors must rely on price appreciation.
• The company may lose its foreign private issuer status, leading to significant additional costs and expenses.
• The company is not in compliance with certain corporate governance requirements under the Companies Law.
• Conditions in Israel, including the ongoing conflict, may adversely affect operations and limit the ability to manage and market products.
• Mandatory military reserve duty obligations may continue to result in significant personnel shortages that disrupt operations.
• The company does not carry war risk insurance for its Israeli operations, and losses from military conflict would be unrecovered.
• Sales may be adversely affected by boycotts of Israel.
• It may be difficult to enforce a U.S. judgment against the company or its officers and directors, or to assert U.S. securities laws claims in Israel.
• Shareholder rights and responsibilities are governed by Israeli law, which may differ from U.S. corporate law.
• The company has identified several material weaknesses in its internal control over financial reporting.

Future Outlook

The company anticipates needing substantial additional capital to commercialize its products and expects to incur operating losses in 2026. Future operations may be dependent on securing additional financing. The company does not anticipate being profitable in 2026. Management estimates needing $80,000 for the next 12 months of operations.

Management Comments

• Management estimates that in order to continue operations we will need $80,000 for the next 12 months of operations.
• We do not anticipate we will be profitable in 2026. Therefore, our future operations may be dependent on our ability to secure additional financing.
• Our auditors have raised substantial doubt about our ability to continue as a going concern.
• The Company acknowledges the evolving nature of cybersecurity threats and continues to assess its exposure to such risks on an ongoing basis.

Industry Context

StockSavvy.ai notes that Hold Me Ltd. operates in the highly competitive digital payment and non-bank lending sectors, facing established players and evolving regulatory landscapes. The company's strategy to pivot towards non-bank lending after failing to commercialize its digital payment platform highlights the challenges of market entry and product-market fit in this dynamic industry.

Comparison to Industry Standards

• The company's lack of revenue in 2025 and significant accumulated deficit contrasts sharply with established players in the digital payment and fintech sectors, many of whom are profitable and experiencing growth.
• Competitors like Apple Pay and Google Pay, mentioned in the filing, have substantial financial resources, established user bases, and extensive patent portfolios, creating a significant competitive disadvantage for Hold Me Ltd.
• The company's reliance on a single cloud provider (Amazon Cloud) and a single software development company in India presents a higher operational risk compared to industry best practices that typically involve diversification and robust vendor management.
• The identified material weaknesses in internal controls over financial reporting (lack of accounting staff, insufficient procedures, absence of an audit committee) are not in line with the robust governance and control standards expected of publicly traded companies, particularly those operating in regulated financial sectors.

Corporate Governance

Related Party Transactions

• Management Services Agreement with Menachem Shalom, entitling him to a monthly management fee.
• Shareholders Loan Agreement with Menachem Shalom.
• Loans from related parties: Billio Ltd. and Tamarindi Ltd. with specified interest rates and outstanding balances as of December 31, 2025.
• Outstanding debt to Menachem Shalom as of December 31, 2025, totaling NIS 1,498,739 (including accrued interest).
• Outstanding debt to Billio Ltd. as of December 31, 2025, totaling NIS 1,399,984 (including accrued interest).
• Outstanding debt to Tamarindi Ltd. as of December 31, 2025, totaling NIS 281,601 (including accrued interest).

Stakeholder Impact

• Shareholders: Potential for significant dilution due to future capital raises and conversion of preferred shares. Reliance on price appreciation for returns as no dividends are expected.
• Creditors: The company's going concern issues and financial instability pose a risk to creditors.
• Employees: Not applicable as the company has no employees other than Mr. Shalom.
• Suppliers: Potential for disruption if relationships with third-party suppliers terminate or if there are service issues with cloud providers.
• Customers: Risk of product defects, security breaches, and potential liability claims could impact customer confidence and business relationships.

Next Steps

• Continue to seek additional capital through private and public equity offerings, debt financing, and collaborations.
• Implement remedial measures to address material weaknesses in internal control over financial reporting, including hiring qualified accounting personnel, implementing training programs, setting up an internal audit function, and appointing independent directors.
• Continue to develop the company's products.
• Engage in marketing and sales efforts for the company's products.
• Explore licensing or buying additional technology, software, or products.
• Form commercial partnerships with software distributors and integrators.
• Expand product offerings by developing, acquiring, or licensing additional products once substantial sales are achieved.

Key Dates

Recommendation

The company exhibits severe financial distress, including a going concern warning, lack of revenue, increasing losses, and significant internal control deficiencies. The competitive landscape and reliance on external financing present substantial risks, making it a highly speculative investment with a high probability of capital loss.

Keywords

Hold Me Ltd., Form 20-F, Annual Report, Financial Statements, Going Concern, Accumulated Deficit, Stockholders Deficit, Non-Bank Lending, Credit License, Cybersecurity Risk, Digital Payments, Internal Controls, Israeli Company, SEC Filing