PHAOS TECHNOLOGY HOLDINGS (CAYMAN) Ltd

FORWARD-LOOKING STATEMENTS

This proxy statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to future events or to our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or the negative of these terms or other comparable terminology. These statements are only predictions.

Forward-looking statements in this proxy statement include, but are not limited to, statements about: the anticipated effects of the Share Capital Increase; the anticipated effects of the Share Consolidations on the trading price and liquidity of the Class A Ordinary Shares; the Company’s ability to maintain its listing on the NYSE American; and the expected benefits of the proposals described herein. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in our Annual Report on Form 20-F for the fiscal year ended April 30, 2025 filed with the SEC.