Global Interactive Technologies, Inc.

Overview

Global Interactive Technologies, Inc. (the “Company”), a Delaware corporation formerly known as Hanryu Holdings, Inc., is a technology-driven platform company connecting global fans of Korean culture through innovative digital experiences. The Company operates Faning, a comprehensive interactive platform designed to facilitate content discovery, monetization, user-generated content, and deep community engagement among global fandom communities. The Company focuses on leveraging technology to expand Korean culture (Hallyu) beyond traditional K-Pop, spanning digital media, entertainment, and interactive platform services.

The Company is a corporation that was incorporated in the state of Delaware on October 20, 2021, as Hanryu Holdings, Inc. On December 5, 2024, the Company formally changed its name from Hanryu Holdings, Inc. to Global Interactive Technologies, Inc. pursuant to an amendment to its Certificate of Incorporation filed with the Secretary of State of Delaware. In connection with the name change, the Company also changed its Nasdaq ticker symbol from HRYU to GITS.

Corporate Structure and Subsidiaries

As of December 31, 2024, the Company’s primary operating subsidiary is Faning Korea, LLC, a wholly-owned subsidiary based in Seoul, Republic of Korea. Faning Korea oversees the development, maintenance, and operation of the Faning application and related web services.

Throughout 2024, the Company restructured its subsidiaries, including the divestiture of Hanryu Bank on December 28, 2024, and FNS and Marine Island on November 5, 2024. Faning Korea, LLC was acquired on December 4, 2024. These changes were not deemed material and, therefore, were not separately reported on Form 8-K.

IPO and Nasdaq Listing

On July 31, 2023, the Company successfully completed its IPO on Nasdaq, raising approximately $8.77 million through issuing 877,328 shares of Class A common stock at $10 per share. The Company’s stock initially traded under the symbol ‘HRYU,’ changing subsequently to ‘GITS’ following the name change.

Strategic Developments

On February 26, 2024, the Company’s Board of Directors terminated the employment of Changhuyk Kang as Chief Executive Officer for cause. On the same day, the Board appointed Mr. Taehoon Kim, the Company’s Chief Technology Officer and Vice President, as Interim Chief Executive Officer, effective immediately.

FANING (successor to the Fantoo platform)

FANING has become a globally recognized platform for providing an amazing and active community among people that have an interest in K-POP and modern Korean culture. The multifaceted nature of the Company’s operations has solidified the business’ reputation as one of the preeminent platforms for fandom. FANING’s users are able to seamlessly interact with each other to discuss exciting K-POP topics.

FANING allows fans to interact within their fandoms and discuss these interests, create and share content, and interact through a number of channels, including (i) secure, direct messaging, (ii) open social pages, and (iii) virtual spaces (“FANING Clubs” or “Clubs”). FANING Clubs concentrate on a specific topic, allowing moderators to control the Club functions, and the Club members to aggregate their FP rewards. Integrated within each FANING Club is a “Club Vault,” a service provided by FANING that allows the individual members of a Club to donate their personal FP to an account held by the Club. The Club Vault allows the Club’s members to aggregate their FP and increase their purchasing power. This increase in purchasing power allows the Club’s individual users to more rapidly accumulate FP and pool their rewards with other users, in order to purchase services such as fan events or the ability to live stream a concert from their favorite band. Decisions regarding the use of the accumulated FP within the Club Vault are determined by a vote of the Club members.

Our users are the core of our business. We provide our users with customized experiences, including unique interactions within the FANING community. FANING algorithms curate individual user experiences, recommending content, clubs to join, users to connect with, and enabling users to subscribe to keywords and access automatic content geared toward their interests. Through these services, FANING provides the fandom community a way to stay connected and up to date with their fandom communities.

FANING further offers each user the ability to freely create, upload, and monetize their own content by earning in-platform rewards of FP. FANING removes language barriers, providing live chat ability between users worldwide, and global access to platform content, as the FANING platform supports automatic, real-time translation services for 17 languages. FANING also offers a fast, secure, and easy-to-use commerce and user-to-user transaction system. These unique features will allow FANING to generate user loyalty, maintain user interest in the platform, and attract new users.

For growth, we intend to develop short content (two minutes) that will focus on interesting pop music and cultural topics. These videos will be distributed through FANING while concurrently being shown on third party social media platforms and video sharing websites. This new aspect of growth is important for a few reasons. First, it will further enhance the strength of the FANING community by fostering a greater degree of engagement. Second, it will allow for greater visibility for K-POP on a global basis. Management will continue to expand this aspect of operations through the life of the business.

THE FANING ECOSYSTEM

We designed FANING as an ecosystem that is easy for users to adapt and use all features throughout the platform, and for us to develop and roll-out new technologies and functionality. FANING’s launch included a rollout of our messenger, community and club technologies, along with our reward system for users, as described below. Since FANING’s launch in May 2021, the FANING platform has attracted more than 26.6 million users, as of December 31, 2024, from the regions in the chart below:

The main age groups that compose our use base are the 20-29-year age group, and 30-39-year age group, as set forth in the chart below:

The combined age groups of 20-39 years have the highest purchasing power among commercial and entertainment industries, and accounts for more than 80% of all FANING users, with a median age of 27 years old. FANING available to individuals 12 years and older and has an age restriction set that will not allow users under the age of 12 to sign up.

User Reward System

The reward system is the basis of FANING ecosystem. Users earn FP based on: (i) the level of each user’s activity within the FANING platform; and (ii) the revenue we derive from FANING’s advertising sales. At midnight of each day, all advertising revenue for that day is accumulated, and 50% of that day’s total net advertising profits are distributed as FP to users, based upon their level of contribution within the FANING platform. From the 50% of profits that are distributed to users as FP, approximately 30% of the distribution of rewards will go to users who are content creators, and the remaining 20% will be issued to general users who participate on the platform. For the purposes of calculating advertising profits allocated for user rewards, the amount of FP issued will be exchanged at a ratio of one FP for every 100 Korean Won. For the avoidance of doubt, the issuance of FP from advertising revenue is limited to advertising revenue generated within the FANING platform, and the Company may earn revenue from advertising outside of the FANING platform that would not result in the issuance of FP.

Faning Point (“FP”)

FP is a measurement of reward points within the FANING platform. Accruing FP allows users to redeem FP for a wide variety of products and services within FANING, including content from other users and artists available on FANING, K-Culture merchandise, and more. FP will be stored and quantified as rewards point within the FANTOO platform under the in-platform reward system structure that consists of (i) the Company’s FP reserve account, (ii) the Company’s active account for collected advertising revenue which was converted into FP and ready to distribute to users based on user contributions to the FANING platform, (iii) the Company’s recycled FP account, which stores FP after being spent by users to make purchases within the application, and (iv) each user’s individual account stores. The value of FP is set at a fixed ratio of 1:100 FP to Korean Won. The Company does not intend to repurchase FP from users now or in the future. FP does not expire, and FP that is not redeemed by a user will accumulate in such user’s account unless and until such user deactivates their account, at which time such FP will be forfeited and moved to the Company’s reserve account for redistribution.

FP Storage and Security

FP are stored and managed through a database that is separate and apart from other databases used to store and manage other FANING app data. The separate FP database is operated to ensure maximum data confidentiality by minimizing access to the database and limiting the number of individuals who are able to access such database. Access to the database is limited to permitted IP bands, and the backup function of the cloud service used to store data can be restored within a few hours in the event of a disaster recovery event such as a server failure.

User-to-User Interactions

We developed FANING to include numerous opportunities for our users to engage with the platform, including clubs, community forums, chat functions, and functionality to create user-generated content, each of which are intended to build the FANING brand and deepen the loyalty of our users.

FANING Clubs

FANING Clubs are user-created based upon areas of interest in order to link users across the globe and create friendships. Users have the ability to create clubs based upon topics of their own choosing, such as favorite artists, television series, movies, video games, sports, and more. A club can be customized by its moderator according to various policies and preferences to cultivate a close group of users based upon a shared culture. Integrated within each FANING Club is a “Club Vault,” a service provided by FANING that allows the individual members of a Club to donate their personal FP to an account held by the Club. The Club Vault allows the Club’s members to aggregate their FP and increase their purchasing power. This increase in purchasing power allows the Club’s users to more rapidly accumulate FP and pool their rewards, in order to purchase services such as fan events or the ability to live stream a concert from their favorite band. Decisions regarding the use of accumulated FP within the Club Vault are determined by a vote of the Club members.

FANING Communities

FANING communities are open forums where user-generated content is socially promoted and curated by FANING users. Once user requests for a community based around a certain topic exceed a pre-determined threshold, the FANING platform will create such a community based upon the users submitting the requests.

FANING Chats

Real-time multilingual translation capability, currently offered in 17 languages, allows both private messages and open chats via the FANING chats function without language barriers. Messages and chats are protected utilizing end-to-end encryption to prevent leakage of personal information. End-to-end encryption is a system of secured communication to prevent third parties from accessing chat messages, increasing the level of security.

Content

User-Created Content. Core to our business is moving into a user-based content creation model that allows users varying ways to create and sell fandom content to other FANING users, including the content types described below:

Company-Created Content. FANING original content. The Company also creates and distributes its own content. Content is distributed within the FANING platform both for free and for sale for premium content. The Company currently has 12 key employees broken up into a number of content-creating teams that cast entertainers for creating original video content, primarily uploaded on FANING TV within the FANING platform. As the business grows, the Company intends to hire more employees and produce high-quality content that engages the users into the FANING platform. In addition to the content types similar to the categories listed above for user-generated content, FANING original content also includes:

Third Party Content. Third party content includes content from trusted third-party media companies. Third party content can be uploaded to FANING pursuant to certain agreements between the Company and third-party providers. These articles and videos are provided in real time, with automatic translation support in 17 languages.

FANING Fanshop

The FANING Fanshop is the e-commerce service provided through the FANING platform to its users. Through the Fanshop, users can purchase various items directly from FANING, such as gifts for artists, pre-paid cards, concert tickets, and other fandom goods using FP or cash. To the extent that items are purchased by the Company to sell within the FANING Fanshop, the Company uses cash to purchase the products and then lists the items in the Fanshop. The Fanshop will also offer a video commerce service, intended to be an online version of traditional home shopping networks on cable television. For example, users can purchase items relating to their favorite K-pop artist, such as the artist’s latest album, at the same time such user is streaming the artist’s live event.

Within the Fanshop, FANING users can also participate in user-to-user transactions, such as selling or purchasing the following:

For both user-to-user transactions and transactions with the Company, payment can be made either by credit card through a secure, third-party payment system built into the FANING platform, or by settling the total with the use of FP. Sales settled in FP will be charged a transaction fee based upon the specific item sold, ranging between 7% to 15% of the sale price. For user-to-user transactions, the selling user receives the proceeds upon the purchaser’s confirmation of receipt of the good sold.

If the item sold in the user-to-user transaction requires shipping, the Company intends on partnering with providers such as Qxpress to provide shipping services for which the fee will be bundled into the total transaction cost. Alternatively, users can ship the item directly using another third-party shipping service.

Also, the Company set up international logistic service for FANING with partners called the Epic eCommerce platform. We believe the operations of the Epic eCommerce platform will catapult the income of Global interactive technologies. This is state -of-the-art eCommerce marketplace will allow for substantial revenues to be produced by facilitating sales among companies that want to provide their inventories to the FANING user base. The platform will provide a complete end-to-end sales and logistics solution for enrolled users.

This new business unit will integrate a full ordering management system (“OMS”), cross border shipping management tools, and seller shipping tools. It has the potential to reach an immense audience, on a global basis, among companies and independent entre preneurs that are seeking to target younger demographics with their products. The benefits of using this system include:

The key markets that Management will target for Epic’s operations include:

Our Opportunity

With the continued global expansion of the Korean Wave (Hallyu), K-Culture has become a dominant cultural force, shaping trends in entertainment, media, fashion, and consumer behavior across the world. According to theKorea Foundation’s 2023 Global Hallyu Trends Report, the global K-Culture fan base reached approximately229 million fans across 119 countries, up from 156.6 million in 2021 — a nearly 50% increase in just two years.

As of the most recent data:

Due to regulatory concerns related to data privacy and national policy within China, the Company does not operate or provide services in China, Hong Kong, or Macau. For further details, refer to “Risk Factors — Our decision not to provide products and services and to restrict user access in China (including Hong Kong and Macau) will limit our total addressable market and may limit our ability to grow our business…”

In parallel with this cultural momentum,K-Culture’s global purchasing power was estimated at**$147.3 billion** as of 2023, according to theKorea Creative Content Agency (KOCCA). Despite economic pressures and the lingering effects of the COVID-19 pandemic, Korean content exports continue to rise, contributing billions annually to South Korea’s GDP and influencing global consumer trends.

The proliferation ofmobile and digital access is a major accelerator. As of 2023, more than5.6 billion people globally use mobile phones, with more than60% of the global population active on social media platforms. Studies byKOFICE andKMFA show that mobile-first access is now the dominant channel for engaging with K-Culture content, whether through music streaming, webtoons, fandom communities, or virtual events.

We believe FANING is uniquely positioned to capture this growing demand. The platform’s real-time engagement tools, multilingual UX (supporting 17 languages), monetization mechanisms, and mobile/PC accessibility align closely with how K-Culture is consumed and celebrated worldwide.

The rise ofvirtual concerts and online fan events has further opened the market. For example, BTS’s virtual concertBang Bang Con: The Live set a Guinness World Record with756,000 concurrent viewers from107 countries. According toGrand View Research, the globalvirtual events market was valued at approximately**$114.1 billion in 2023** and is projected to reach**$657.6 billion by 2030**, growing at a CAGR of 21.4%.

With its integrated reward system, partnerships across the Korean entertainment industry, and rapidly growing user base, the FANING platform is strategically positioned to become a leading player in the digital K-Culture experience economy.

OUR VALUE

We focus on providing user-centric services to provide a single platform that can address and satisfy the interests of fans within FANING. FANING will enrich users fandom experience by providing an all-in-one platform for fandom content, including news, popular culture, discussions, live shows, and fan creativity. FANING is currently available in 17 languages, with real-time translation services. These real time translation services enable our users to communicate with each other across the globe without language barriers. For languages that are not available for real-time translation, FANING provides a solution through the use of translation matching services among users. Through the translation matching services, FANING ensures that content is accurately translated and available to a greater number of global fans in their own languages. In addition, FANING further allows users to freely create and monetize their own content, enabling fast and secure user-to-user sales.

Within FANING, our reward system ensures users are rewarded with FP for staying active and creative within the platform, as well as attracting new users. The more FP a user earns, the more purchasing power the user has within the FANING platform, allowing users to purchase goods and/or services within the FANING platform either directly from us or from other users.

OUR STRENGTHS

We differentiate ourselves from competing social networks through the power of a fully-integrated platform and established partnerships with leaders in the entertainment industry within South Korea. Our platform and partnerships enable our users to create clubs, communities, and gather over similar fandoms, all while monetizing their content and contributing to the FANING platform experience. Our core strengths include the following:

OUR GROWTH STRATEGY

Our core strategy is to pursue initiatives that promote the viral growth of our user base, and in doing so, drive advertising revenue, user-generated revenue, and create other revenue streams. Our focus on user acquisition and retention provides the primary lens to view our plans for community growth, engagement, and long-term brand equity.

The Company’s revenue growth strategy spans multiple time horizons. In the short term, the Company aims to generate revenue through virtual events hosted on the FANING platform, monetizing both commissions and operational profits. Additionally, the Company plans to establish a base of steady monthly income by offering premium subscription services tailored to both individual users and institutional partners. In the mid-term, the Company intends to drive explosive revenue growth by leveraging FANING’s advertising infrastructure, which will include affiliate marketing partnerships and platform-driven advertising sales.

OUR MARKETING STRATEGY

We intend to market our platform to users through media ads, promotions, campaigns, referrals, and other similar initiatives. Currently, we focus on our core target in K-Culture, and specifically, the K-pop fandom. We intend to achieve user growth by utilizing the following strategies:

Technology and Intellectual Property

The Company developed FANING as an evolution of its previous FANTOO platform, significantly enhancing functionality and scalability.

FANING offers competitive advantages through an integrated suite of advanced tools designed specifically for fandom communities, including live-streaming, real-time interaction, digital content monetization, subscriptions, and extensive community-building features such as clubs and forums. These robust capabilities enable creators to directly monetize their content and engage deeply with fans, significantly differentiating FANING from generalist social platforms.

FANING also offers a PC version alongside its mobile app, designed to enhance accessibility and convenience for users. Through the PC version, users can manage their profiles, access news and updates, and participate in fandom events, all through a user-friendly UX/UI tailored for desktop engagement.

FANING was designed and developed to connect fans across the globe. As a result, we have been developing and acquiring cutting edge technologies in order to deliver a smooth experience, regardless of location. These technologies include:

Competition

Our competitors include:

While many of these platforms have achieved success in growing users and have greater financial resources than the Company, we believe the FANING platform is the only all-in-one global fandom platform that also offers a unique user reward system that incentivizes users to participate and engage within the platform. These features were developed to position FANING to successfully complete with the more established platforms and facilitate an active fandom experience.

Partnerships

On April 19, 2021, Hanryu Bank Co., Ltd. (“HBC”), our wholly owned subsidiary entered into a memorandum of understanding with the Federation of Artistic & Cultural Organization of Korea (“FACO”) (the “MOU”). Pursuant to the MOU, we were granted certain collaborative rights in which we can promote cultural events, while participating and taking advantage of FACO’s infrastructure and network to develop and export South Korea’s popular culture around the globe.

FACO was established as a non-profit business in 1961, organized for the purpose of contributing to the development of Korean art and culture, promoting the international exchange of Korean art and culture, and ensuring the well-being of affiliated artists. FACO’s membership currently consists of over 1.3 million artists from 10 different member associations, spread across 167 branches globally, including two branches in the United States and one in Japan.

We have strategically developed this partnership with FACO due to their substantial contribution to the Korean entertainment and pop-culture industry. The partnership benefits FANING users through the synergy between these organizations and the FANING platform, such as content creation, hosting K-pop concerts, and much more.

On September 10, 2021, we entered into a partnership with the “Metaverse Alliance,” an initiative led by South Korea’s Ministry of Science and Information and Communication Technology (“MSIT”) (the “MSIT Partnership”), which is intended to facilitate our development of innovative technologies and advancements within the metaverse. The MSIT built the Metaverse Alliance to coordinate and facilitate the development of virtual and augmented reality platforms. Approximately 643 firms have joined MSIT to date, including Samsung, Hyundai Motors and Naver.

Digital Properties and Websites The Company owns several digital properties to support its platform business and broader digital strategy, including:

Corporate Structure and Subsidiaries

As of December 31, 2024, the Company’s primary operating subsidiary is Faning Korea, LLC (“Faning Korea”), a wholly-owned subsidiary based in Seoul, Republic of Korea. Faning Korea oversees the development, maintenance, and operation of the Faning application and related web services.

Throughout 2024, the Company restructured its subsidiaries, including the divestiture of Hanryu Bank on December 28, 2024, and FNS and Marine Island on November 5, 2024. Faning Korea was acquired on December 4, 2024. These changes were not deemed material and, therefore, were not separately reported on Form 8-K.

IPO and Nasdaq Listing

On July 31, 2023, the Company successfully completed its IPO on Nasdaq, raising approximately $8.77 million through issuing 877,328 shares of Class A common stock at $10 per share. The Company’s stock initially traded under the symbol ‘HRYU,’ changing subsequently to ‘GITS’ following the name change.

Strategic Developments

On February 26, 2024, the Company’s Board of Directors terminated the employment of Changhuyk Kang as Chief Executive Officer for cause. On the same day, the Board appointed Mr. Taehoon Kim, the Company’s Chief Technology Officer and Vice President, as Interim Chief Executive Officer, effective immediately.

Employees and Labor Relations

As of December 31, 2024, the Company had five full-time employed directly through Global Interactive Technologies, Inc., with an additional seven full-time employees through Faning Korea, LLC. Additionally, we occasionally enter into agreements with contractors, on an as-needed basis, to perform certain services, including contract workers. The Company continues to operate with a lean organizational structure appropriate to its current size and stage of development. There has been no labor dispute. None of our employees are represented by labor unions.

Seasonality

We do not expect to experience any significant seasonality trends that would materially impact our operations or financial performance. However, seasonality trends may emerge in the future as our user base and service offerings evolve.

Governmental Regulation

We are subject to a variety of national, regional, and local laws and regulations in both the United States and the Republic of Korea. These laws affect multiple aspects of our business, including how we interact with users, partners, and vendors. Applicable areas of law include fair trade, competition, labor and employment, privacy and data protection, intellectual property, consumer protection, and import/export regulations.

Many of these laws are continuing to evolve, especially those governing digital platforms, content, and data. The interpretation and enforcement of these regulations are often uncertain, particularly in emerging and fast-developing sectors like ours. As a result, there may be instances where we are not, or may not have been, fully compliant with all applicable requirements in every jurisdiction.

Due to the extent of our operations in South Korea, we are subject to several specific Korean regulatory regimes, including but not limited to:

Cost of Compliance with Environmental Laws

To date, we have not incurred any material costs associated with compliance with environmental laws or regulations. We do not currently anticipate incurring such costs in the near future; however, we cannot guarantee that this will remain the case as our operations expand or regulations evolve.

Facilities

The Company’s primary operational and development activities are conducted from office premises located at 160 Yeouiseo-ro, Yeongdeungpo-gu, Seoul, Korea.

As of December 31, 2024, the Company is not subject to any material pending legal proceedings or claims. Previously disclosed legal matters were associated with subsidiaries that have since been divested and no longer affect the Company’s operations or financial position.

Available Information

The Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Exchange Act are filed with the Securities and Exchange Commission (the “SEC”). The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and files or furnishes reports, proxy statements, and other information with the SEC. Such reports and other information filed by the Company with the SEC are available free of charge on the Company’s website at www.gitechnologies.com when such reports are available on the SEC’s website. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov. The contents of these websites are not incorporated into this filing. Further, the Company’s references to the URLs for these websites are intended to be inactive textual references only.