UNITED
STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 FORM

 Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 For
the fiscal year ended December 31, 2024

 OR

 Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 For
the transition period from___________to___________

 Commission
File Number: 001-42449

 Health
In Tech, Inc.

 (Exact name of registrant as specified in its charter)

 Nevada

 87-3545722

 (State or other jurisdiction of
 incorporation or organization)

 (I.R.S. Employer
 Identification No.)

 701 S. Colorado Ave, Suite 1
 Stuart, FL

 34994

 (Address of principal executive offices)

 (Zip Code)

 888 - 373-0333

 (Registrant's telephone number, including area code)

registered pursuant to Section 12(b) of the Act:

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 Class A common stock, par value $0.001 per share

 HIT

 The Nasdaq Stock Market LLC

registered pursuant to section 12(g) of the Act: None

 Indicate
by check mark if the registrant is a well-known seasoned iss uer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes No

 Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes No

 Indicate by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

 Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of
"large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth
company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.

 Indicate by check mark whether the registrant has filed a report on
and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section
404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 If securities are registered pursuant to Section 12(b) of the Act,
indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to
previously issued financial statements.

 Indicate by check mark whether any of those error corrections are restatements
that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during
the relevant recovery period pursuant to §240.10D-1(b).

 Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Act). Yes No

 Aggregate market value of voting stock held by non-affiliates of the
registrant as of June 30, 2024 was $ 0.00. The Registrant's Class A common stock began trading on December 23, 2024.

 As of March 17, 2025, there were 42,914,870 shares of
Class A common stock outstanding and 11,700,000 shares of Class B common stock outstanding.

 DOCUMENTS INCORPORATED BY REFERENCE

 None.

 TABLE
OF CONTENTS

 Page

 Item 1

 Business

 Item 1A

 Risk Factors

 Item 1B

 Unresolved Staff Comments

 Item 1C

 Cybersecurity

 Item 2

 Properties

 Item 3

 Legal Proceedings

 Item 4

 Mine Safety Disclosures

 Item 5

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6

 [Reserved]

 Item 7

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A

 Quantitative and Qualitative Disclosures About Market Risk

 Item 8

 Consolidated Financial Statements and Supplementary Data

 Item 9

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A

 Controls and Procedures

 Item 9B

 Other Information

 Item 9C

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10

 Directors, Executive Officers and Corporate Governance

 Item 11

 Executive Compensation

 Item 12

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13

 Certain Relationships and Related Transactions and Director Independence

 Item 14

 Principal Accountant Fees and Services

 Item 15

 Exhibits and Financial Statement Schedules

 Item 16

 Form 10-K Summary

 i

 CERTAIN TERMS AND DEFINITIONS

 "Broker" or "insurance broker" is
an intermediary who sells, solicits or negotiates insurance policies on behalf of a client for compensation. A broker typically acts
on behalf of a client by negotiating with multiple insurers.

 "Carrier" refers to an insurance company or insurer
that provides stop loss insurance.

 "Community rating" is a method in health insurance
to set uniform premiums for a defined group based on the collective risk profile rather than individual risk factors.

 "eDIYBS" refers to our Enhanced Do It Yourself
Benefits System. Licensed brokers log in to this online platform to select vendors, networks, and stop loss insurance programs. The broker
can design and sell the self-funded benefits plan to small employers.

 "EE" refers to "enrolled employees"
which are employees that have signed up and are covered under a company's self-insured group health plan. Employees can usually
enroll their dependents (spouses, children, and sometimes domestic partners) in the health plan which counts as a single EE for the purpose
of this metric used in this Report.

 "Medically underwritten" refers to the process
of assessing the health status and medical history of applicants to determine their eligibility, premiums, and coverage terms. This process
helps the insurer evaluate the risk associated with insuring an individual or group.

 "MGU" refers to Managing General Underwriter and
is an entity that performs underwriting and administrative functions on behalf of an insurance company. International Captive Exchange,
LLC, a wholly-owned subsidiary of the Company ("ICE") is an MGU. ICE is granted the authority by insurance carriers
to underwrite policies, meaning ICE can assess risks, set premiums, and determine coverage terms within the guidelines provided by the
carrier.

 "PEPM" refers to per enrolled employee (EE) per
month. The term is used in reference to our service fee structure, which is billed to business customers on a per EE per month (PEPM)
basis.

 "Self-funded benefits plan" or "self-insured
group health plan" is an insurance plan in which the employer assumes the financial risk for providing health care benefits to
its employees. In practical terms, self-insured employers pay for each out-of-pocket claim as they are incurred instead of paying a fixed
premium to an insurance carrier, which is known as a fully-insured plan. Typically, a self-insured employer will set up a special trust
fund to earmark money (corporate and employee contributions) to pay incurred claims.

 "Small employers" refer to the small businesses
with total employees ranging from 5 to 150 employees.

 "Stop-loss insurance" (also known as excess insurance)
is a product that provides protection for self-funded employers by serving as a reimbursement mechanism for catastrophic claims exceeding
pre-determined levels.

 "Third-party administrator (TPA)" is a company
that manages claims and administrative tasks for an employer's self-funded employee benefits plan. TPAs are often the primary point
of contact for employees.

 ii

 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This annual report, including, without limitation, statements
under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations,"
includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
These forward-looking statements can be identified by the use of forward-looking terminology, including the words
"believes," "estimates," "anticipates," "expects," "intends,"
"plans," "may," "will," "potential," "projects," "predicts,"
"continue," or "should," or, in each case, their negative or other variations or comparable terminology.

 We have based these forward-looking
statements largely on our current expectations and projections about future events and trends that we believe may affect our financial
condition, results of operations, business strategy short-term and long-term business operations and objectives and financial needs.
These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions, including risks described in
the section titled "Risk Factors" set forth in Part I, Item 1A of this Annual Report on Form 10-K and in our other filings
with the Securities and Exchange Commission (the "SEC"). It is not possible for our management to predict all risks, nor
can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual
results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties
and assumptions, the future events and trends discussed in this Annual Report on Form 10-K may not occur, and actual results may differ
materially and adversely from those anticipated or implied in the forward-looking statements. Forward-looking statements contained in
this Annual Report on Form 10-K include, but are not limited to, statements about:

 our
 financial performance;

 our
 ability to obtain funding for our operations, including funding necessary to enhance our
 current systems as well as the development of additional functionalities of our systems and
 to expand our service offerings;

 the
 success, cost and timing of our system offering development activities;

 our
 plans and ability to establish sales, marketing and distribution infrastructure to commercialize
 any drug candidates for which we obtain approval;

 our
 ability to attract and retain key personnel;

 our
 ability to hire and retain necessary qualified employees to expand our operations;

 our
 ability to attract new customers to utilize our platforms;

 our
 ability to develop new and enhance products and services to attract and retain customers,
 and to successfully monetize them;

 iii

 the
 impact of competition in our industry and innovation by our competitors;

 risks
 related to cybersecurity incidents or other network disruptions;

 risks
 related to the use of third-party artificial intelligence;

 our
 ability to stay abreast of and comply with new or modified laws and regulations that currently
 apply or become applicable to our business, including with respect to the insurance services
 industry and data privacy requirements;

 our
 ability to protect our intellectual property rights and maintain and build our brand;

 the
 scope of protection we are able to establish and maintain for intellectual property rights
 covering our drug candidates and technology;

 the
 future trading prices of our Class A common stock; and

 potential
 claims relating to our intellectual property.

 We
caution you that the foregoing list may not contain all of the forward-looking statements made in this Annual Report on Form 10-K.
You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking
statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable,
we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by law, we do not intend to
update any of these forward-looking statements after the date of this Annual Report on Form 10-K or to conform these statements to actual
results or revised expectations.

 Because
some of these risks and uncertainties cannot be predicted or quantified and may be beyond our control, you should read this Annual Report
on Form 10-K with the understanding that our actual future results, levels of activity, performance and events and circumstances may
be materially different from what we expect.

 This
Annual Report on Form 10-K contains estimates, projections and other information concerning our industry, our business and the markets
for our products and services. We obtained the industry, market and similar data set forth in this report from our own internal estimates
and research and from academic and industry research, publications, surveys and studies conducted by third parties, including governmental
agencies. Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subject
to uncertainties and actual events or circumstances may differ materially from events and circumstances that are assumed in this information.
While we believe that the data we use from third parties are reliable, we have not separately verified these data. Further, while we
believe our internal research is reliable, such research has not been verified by any third party. You are cautioned not to give undue
weight to any such information, projections and estimates.

 iv

 Item 1. Business.

 Our Mission

 To change the non-transparent $4.5 trillion 1 healthcare
industry with innovation that removes friction and complexities with vertical integration, process simplification, automation, and digitalization.

 Overview

 Health in Tech ("HIT") is an insurance technology platform
company, which offers a marketplace that aims to improve processes in the healthcare industry through vertical integration, process simplification,
and automation. By removing friction and complexities, we streamline the underwriting, sales and service process for insurance companies,
licensed brokers, and TPAs.

 Marketplace: We are a health insurance marketplace
where insurance companies can list various stop-loss policy options for self-funded benefits plans. Licensed brokers registered on our
platform can log in, upload certain required information, select policy plans, obtain a bindable quote and sell them to small businesses.
Our technology enables us to medically underwrite insurance policies and usually produce bindable quotes within approximately two minutes,
allowing us to deliver an integrated and seamless sales cycle.

 Customizable Solutions: Beyond policy underwriting
and sales, our marketplace offers customization of health benefits plans, vendors, claims, and network services. Brokers can select customized
plans that suit their customers.

 Accessibility and Savings: We make self-funded
benefits plans and stop loss insurance accessible online for small businesses. We aim to deliver meaningful cost savings for low-risk,
small employers with comparatively healthy employees through a digital medical underwriting process. We seek to deliver time savings for
employers, brokers, TPAs, and carriers, by leveraging both external and internally developed technology.

 HIT was founded on the belief that self-funded benefits plans and
stop loss insurance should be simple and streamlined with significant transparency. With over 30 years of industry experience
of our management team, we understand the complexities of the healthcare insurance market, and we know how to integrate the
multifaceted aspects of the industry. Our solutions and technology platforms do exactly this through vertical integration, process
simplification, automation, and digitalization.

 Service Solutions

 We offer a suite of service solutions designed to meet the diverse
needs of our clients. Available for seamless integration or as standalone offerings, our services are delivered through the three wholly-owned
subsidiaries operating on a single online marketplace: (i) Stone Mountain Risk, LLC ("SMR"), (ii) International
Captive Exchange, LLC ("ICE"), and (iii) HI Card LLC which offers the HI (Health Intelligence) Card platform ("HI
Card"). Collectively, these services embody the comprehensive value proposition of HIT. For the year ended December 31, 2024, the
percentage of our total revenue attributed to each of SMR, ICE and HI Card was 50.5%, 34.1%, and 15.4%, respectively. Program services
provided by SMR and underwriting and administrative activities provided by ICE (including eDIYBS) are interdependent, as they cannot function
effectively without being combined. Services provided by HI Card are optional add-on to our services, and it cannot be offered on a standalone
basis. Any broker that utilized program services offered by SMR and ICE is not obligated to utilize the HI Card service.

 The total healthcare spending in the U.S. in 2022. According
to The Centers for Medicare & Medicaid Services — National Health Expenditure Data; Frost & Sullivan

 SMR: SMR is a program manager
specializing in customized self-funded benefits plans for small businesses. It designs health plans, selects networks, manages vendors,
and sets up the benefits plan on the marketplace including benefits structures, coverage options, and provider networks. Licensed brokers
can log in to the marketplace to select and sell self-funded benefits plans to small businesses. Our offerings encompass reference-based
pricing, group insurance captives, community health plans, and association health programs. SMR collaborates with TPAs and licensed brokers
to design health plans that meet the specific needs of the employers.

 ICE: ICE is an MGU, which specializes
in underwriting and providing administrative functions on behalf of stop loss carriers. ICE assists with underwriting activities through
its sophisticated web-based SaaS quoting platform, eDIYBS (Enhance Do It Yourself Benefit System). This platform not only monitors
and manages claims activities but also facilitates reinsurance reporting and monthly reinsurance filings. Collaborating with TPAs, ICE
empowers small business groups to fund their own claims and lowers the risk pool of insured, mitigating the risk associated with high-dollar
medical claims. ICE medically underwrites the employees. The aim of this strategic approach to self-funding is to achieve competitively
lower rates for low-risk small employers with comparatively healthy employees, as compared with the community rating of many fully insured
large carriers where premiums are the same for everyone in the community.

 The eDIYBS quoting platform can be used to quote health insurance
for small to medium sized employers. Currently we are focusing on small employers. By integrating AI-backed solutions using machine
learning and a web-based Point of Sales (POS) system, eDIYBS drastically reduces friction and complexities in the underwriting
process when compared to a manual underwriting process that involves the underwriter manually reviewing health applications
completed by each employee seeking insurance. Our platform allows licensed brokers to upload specific data to eDIYBS to generate
bindable quotes efficiently, reducing errors associated with human interaction and manual processes. In most cases, this streamlined
approach reduces processing time to approximately two minutes, compared to the traditional manual quoting model that involves
sending multiple documents to underwriters for manual review, which can take several days to generate bindable quotes based on
feedback we have received from brokers who engaged us for our services and the Frost & Sullivan report. Approximately 80% of
bindable quotes are provided solely using AI without further manual review. According to the Frost & Sullivan report, two of our
competitors that provide the underwriting aspect of our services, require two weeks to produce a quote, and while another competitor
can provide an initial quote within minutes, that quote is contingent upon receiving all health applications. In addition, these
competitors only underwrite their own insurance products, and do not provide a platform that can underwrite a variety of stop loss
insurance policies by different insurance companies for the small employers' self-funded benefits plan. The data used in our
eDIYBS platform is provided by various third party vendors that utilize machine learning tools, which are connected to our system by
an application programming interface. We then feed the data to our internal risk scoring model to generate a risk score and to
calculate premiums that are within insurance underwriting guidelines and carriers' risk acceptance threshold. Our internal
proprietary system consistently improves results through machine learning tools and data feeds from third party vendors, and this
process is governed by our internal governance policy on utilizing AI technology.

 HI Card: HI Card seeks to simplify
healthcare management with a single standardized transaction and service platform, designed to streamline the management of medical records
and claims through one platform using one login. All health-related information is aggregated through this single platform. The platform
provides 24/7 access to its users, including patients, healthcare providers, brokers and TPAs, among others. By partnering with hospitals
across the nation, HI Card has developed a community health plan aimed at significantly reducing corporate health insurance premiums through
an automated platform thus reducing administrative costs of processes that are traditionally done manually, while simultaneously enhancing
benefit offerings through self-funding mechanisms. Additionally, the platform facilitates secure, immediate access to crucial health data
for healthcare providers, encompassing health insurance plan specifics, medical records, and personal identification details. Moreover,
HI Card empowers members to effortlessly obtain vital health information, ranging from claims status and plan particulars to directories
of in-network doctors, all tailored for both themselves and their dependents, and all using one login.

 HI Card also provides clients with HIT's HI Performance Network
("HPN"), a series of hospital facilities and providers that deliver Medicare-based reimbursement pricing. HI Performance Network
(HPN) now provides direct Medicare contacts in 50 states with 1,306,625 providers, including 10,489 hospital locations as of December
31, 2024. In accordance with our internal practices and procedures, we evaluate our contracts with HPN providers on the basis of cost and to ensure
they adhere to our standards. An assessment is done annually to determine which providers to keep in the HPN and therefore the number
of HPN providers may fluctuate from year-to-year.

 Although it is not part of HIT's core business, we will strategically
allocate our assets to maximize risk-adjusted returns to shareholders. Most recently, we provided a three-year promissory note to Kang
Youle Limited, an independent third party with access to a network of insurance sectors internationally. Furthermore, certain small business
customers elect for a discount on premiums payable to carriers. In exchange for such discount, carriers are entitled to collect and retain
such small business customers' claim fund balance amounts (such positive claim fund balance amounts, the "Deferred Administrative
Surplus"). HIT as the platform company tracks and processes claims for carriers. Having all required information for collection
on our platform, we signed an agreement to give us the sole collection rights. The purchase amount equal to 53% of collection amount.
Given HIT in our role of providing services on a day-to-day basis for our customers, we negotiated such collection rights. We continue
to evaluate business opportunities and may expand on these business opportunities based upon their success in the future.

 Health in Tech — Power on Your Health Plan

 We created HIT because traditional self-funding can be overly complicated
for many participants, costing both time and money, especially for the small business community. According to the U.S. Small Business
Association (SBA), in 2022, small businesses with 500 employees or fewer make up 99.9% of all U.S. businesses and 99.7%
of firms with paid employees. However, small businesses are drastically underserved in their access to affordable, competitive health
insurance. Compared to large businesses, small businesses face higher year-over-year premium increases and pay more on average for less
coverage. According to Kaiser Family Foundation (KFF), in 2023, about 47% of small businesses, which they defined as businesses with 3-199
workers, did not offer health insurance, with cost being one of the largest barriers. Health insurance remains the most important benefit
for small businesses to attract and retain talent when competing against larger corporations.

 Self-funded benefits plans and stop loss insurance policies generally
have lower administrative and operating costs, effective claim management, and can create large savings for businesses. Self-insured businesses
can also keep unused claim fund dollars. However, self-funded benefits plans are usually only designed for large corporations due to program
complexities. Many TPAs, brokers and managing general underwriters (MGUs) avoid selling stop loss insurance for self-funded benefits plans
even when products are available, because the complicated manual sales process is not easy and may not reduce expenses.

 We founded HIT to solve these problems and to provide small businesses
with access to the high-quality, low-cost health care plans that are originally only available to large corporations. We seek to integrate
all aspects of self-funded benefits plans and stop loss insurance for small businesses with 5-150 employees, and medium sized businesses
with over 150 employees.

 Leveraging AI-backed technology from our third-party service providers,
our Enhanced Do It Yourself Benefit System (eDIYBS) is a rapid medical underwriting and broker quoting system. This technology simplifies
and automates the manual quoting and plan development process, meaningfully reducing the complexity and time associated with these tasks.
By removing friction and eliminating human factors, brokers can obtain a bindable proposal, a proposal containing all of the binding terms
of coverage, that has 12 plans with four tier rates in about two minutes. We also developed the HI Performance Network (HPN), which delivers
Medicare-based reimbursement pricing to a series of hospital facilities and providers. Our HPN now provides direct Medicare contacts in
50 states with 1,306,625 providers, including 10,489 hospital locations as of December 31, 2024.

 Additionally, our web-based HI Card platform has a user-friendly interface
designed to enable patients, TPAs, small and medium-sized enterprises (SMEs) to access all of their benefits in one place. HI Card's
secure, proprietary technology leverages existing systems to create a single, standardized transaction platform for providers, payers,
and patients alike. With HI Card, each participant in the healthcare transaction has secure real-time access to the same vital patient
information — from medical and drug histories to coverage eligibility and more.

 As of December 31, 2024, we had clients in 41 states, with our
services and platforms actively utilized by 417 brokers, 11 Third-Party Administrators (TPAs), and 212 additional third-party agencies.
The self-funded benefits plans and stop loss insurance policies were sold to 890 business clients with 18,348 employees, and we managed
to maintain profitability while experiencing growth with a year-over-year revenue increase of 2% from 2023 to 2024.

 Roscommon Insurance Company ("Roscommon") and Roscommon
Captive Management LLC, the self-insurance carrier business previously owned by our Chief Executive Officer, Mr. Tim Johnson, was
sold to an unrelated party at the end of May 2023. This move allows the CEO to dedicate his undivided attention to driving accelerated
growth and continuing development within Health In Tech.

 Challenges in the Healthcare Market for Small Businesses Drive Innovation

 High healthcare costs and low value of health benefits for small
businesses. Healthcare costs have consistently outpaced inflation in recent years, and healthcare spending
typically grows faster than the economy. According to the Centers for Medicare & Medicaid Services' National Health Expenditure
Data, U.S. health care spending grew 4.1% in 2022, reaching $4.5 trillion or $13,493 per person. As a share of the nation's
Gross Domestic Product ("GDP"), healthcare spending accounted for 17.3% in 2022.

 Small businesses are underserved primarily due to a lack of insurance
service solutions and lack of competition. Self-funded benefits plans and stop loss insurance services offered by our platform are medically
underwritten through an automated process for a large majority of cases within the machine-learning algorithm. HIT aims to meaningfully
reduce costs compared to fully funded insurance services through an automated platform for low risk and small employers with comparatively
healthy employees, reducing processing times compared to a manual underwriting process that involves underwriters manually reviewing health
applications completed by each employee. We seek to offer a high value proposition for businesses to manage down their healthcare costs.

 Complicated insurance transaction procedures and manual processes
are inefficient and costly. According to the Frost & Sullivan report, the traditional stop loss insurance
for self-funded benefits plans program quoting process is manual and may take 12-14 days to complete a quote. Many TPAs, brokers
and Managing General Underwriters (MGUs) avoid sales of self-funded benefits plans and stop loss insurance policies, to small businesses
because they are often not scalable. HIT has developed eDIYBS, a fast and user-friendly AI-backed system, which usually takes about two
minutes to produce bindable medical plan proposals, thereby shortening the sales cycle when compared to the manually produced insurance
policies and benefit health plans.

 Lack of transparency in the healthcare industry has an adverse
impact in building trust and inability to manage costs. There are substantial difficulties for consumers to determine the true
cost of services before seeking care, and they often are unable to effectively compare costs when seeking the most suitable
treatment. HIT provides personalized and secured access to healthcare data through its HI Card platform, which is available 24/7
with maximal transparency. Medical care specialists can facilitate and assist businesses in determining cost effective solutions
without compromising quality. Healthcare providers can view patients' historical medical and the transactional information
after obtaining the patient's permission. This makes diagnoses easier and more accurate.

 Massive and Growing Market Opportunities with Fragmented Players
in Targeted Regions

 According to the U.S. Bureau of Economic Analysis (the "BEA"),
an estimated 45% of US GDP is tied to small businesses and over 61.7 million Americans are employed by small businesses, which contributed
$11.5 trillion of GDP in 2022. An estimated $188.8 billion of annual medical insurance premium is generated by small businesses
in 2023.

 We currently offer tools to create and support self-funded benefits
plans for small businesses. As of December 31, 2024, the total policies sold by third-party agents using our services approached
$172 million with 18,348 small business employee participants.

 As we continue to scale, we intend to expand our distribution to medium
sized business employers with over 150 employees. Our platform is increasingly modular and able to address growing customers' needs.

 Our Strengths

 Marketplace Innovator. Our AI-powered
platforms using machine learning, eDIYBS and HI Card, aim to deliver efficiency, availability, and security features. Our eDIYBS platform
empowers licensed brokers to sell stop loss insurance policy for self-funded benefits plans to small employers whose workforce typically
ranges from 5 to 150 employees. HIT seeks to make a difference in the growing healthcare market with a distinctive business model that:
(a) strives to democratize access to self-funded benefits plans and stop loss insurance policies for small business organizations,
significantly broadening the client base; (b) leverages an AI machine learning technology to streamline and simplify the offering,
underwriting, and closing processes for self-funded benefits plan and stop loss insurance programs; (c) enables TPAs and brokers
to produce bindable proposals directly to business clients; (d) offers a mutually beneficial solution that assists business clients
in reducing total medical expenses without sacrificing coverage quality; and (e) hopes to ensure a positive experience for both business
clients and individual employees, in order to offer significant improvements in accessibility to comprehensive health networks in the
future.

 Our web-based HI Card platform has a user-friendly interface, including
both web and mobile based features, and is currently under continuous beta testing for a select group of customers. The HI Card Platform
is designed to enable patients, TPAs, and SMEs to access all of their benefits in one place.

 24/7 transparency — patients
can easily obtain their plan design and deductible accumulator information. Patients can also authorize medical information and share
with doctors to save time.

 Unlimited access to data — brokers
are empowered to manage customer information to improve efficiency, enable small employers to better manage employee insurance information
to save costs, assist patients, manage health care and medical data to make better decisions.

 Reference-based pricing — lower
costs for patients, streamlined claims processing for payers, faster payment turnaround for providers.

 Growing Distribution Channels

 As of December 31, 2024, we had 417 brokers, 11 Third-Party Administrators
(TPAs), and 212 additional third-party agencies in 41 states registered on our platforms and selling our services. We coordinate all aspects
of programs and seek to provide our small business customers with suitable and affordable insurance policies in the market. We plan to
leverage our online quoting tools and HI Card to add strategic partnerships with large insurance brokerage firms to the platform and continue
to strengthen our distribution channels.

 We are a health insurance marketplace where insurance companies can
list various stop-loss policy options for self-funded benefits plan. Our customers are small employers, which we also refer to as small
businesses or groups, having employees from 5 to 1,000 that need health insurance plans. As a marketplace and platform company, we have
contractual relationships with TPAs, carriers and small employers. Our fees are earned from small employers and carriers upon a broker
or TPA successfully selling a stop loss policy for self-funded benefits plans.

 Our proprietary technology enables us to medically underwrite insurance
policies for carriers. We also offer customization of health benefits plans, vendors, claims, and network services. When licensed brokers
log in to our platform, they upload a census, select policy, design plans, obtain a bindable quote and sell them to small businesses.
These offered services are interdependent, and cannot function effectively without being combined. Services provided by HI Card are optional
add-on to our services, and it cannot be offered on a standalone basis. Brokers are not obligated to utilize our HI Card service. Customers
use the HI Performance Network offering by HI Card, which is a series of hospital facilities and providers that deliver Medicare-based
reimbursement pricing. The HI Performance Network now provides direct Medicare contacts in 50 states with 1,306,625 providers, including
10,489 hospital locations as of December 31, 2024. Except HI Card, which are optional add-on to our services, and cannot function
on a standalone basis, customers using any of our platforms have access to other platforms. Customers can also choose other networks,
if they prefer to use a preferred provider organization (PPO). We seek to obtain our customers by consistently improving our platforms
and services, and by providing convenience, speed and cost efficiency.

 Our Contractual Relationships

 SMR and HI Card contract with TPAs, which are contracted and authorized
by the small business employers to enter into services contracts with SMR and HI Card on behalf of the small business employers. We do
not directly interact with our small employer customers, and primarily rely on TPAs and brokers, to set up the health benefits plan programs
based on requirements and preferences of the small business employer. We are not a TPA. SMR and HI Card are not providing services
to the TPAs, but instead, have contracts to collaborate with the TPAs. For example, SMR collaborates with TPAs to facilitate the administration
of health benefit plans and stop-loss insurance policies to our customers, which are the small business employers. The TPA will administer
the purchased health benefits plan and manage the multiple service providers associated with the health benefits plan and stop-loss insurance
policy. Such service providers are listed on the bindable quotes via the bindable sold case breakdown, which outlines the individual stop
loss insurance and benefits service offerings selected by the small business and the cost of each. SMR selects health care vendors and
creates different plans. Once the small business employer selects a plan, the platform will generate the sold case breakdown. Only the
small business employer can start or terminate the relationship with the SMR and HI Card. The TPA cannot start or terminate the relationship
with the SMR or HI Card. As a third-party administrator, TPAs are contractually authorized and directed by the small businesses to enter
into agreements with other service providers like SMR on behalf of the small businesses. This is because small businesses may lack the
expertise and resources to manage self-funded health benefits service providers. TPA's responsibilities include paying fees to contracted
vendors on behalf of small business employer, processing claims, managing enrollment through working with the underwriter, and administering
self-funded health plans.

 There is no contractual relationship between HIT and the brokers. HIT's
platform provides credentialing for licensed brokers, allowing them to access our marketplace to select and sell self-funded benefits
plans for the small business employer at no cost. Brokers are paid by the small businesses, with no contractual relationship between HIT
and the brokers, only a credentialing process, and free access is provided.

 ICE, acting as an underwriter for the carrier, contracts directly with
carriers. Carriers provide stop-loss insurance policies for the self-funded health benefits plans, and have contracts with ICE and the
small businesses when a policy is sold. ICE, underwrites the policies and accepts insurance premiums from enrolled employees on behalf
of the carrier.

 Program services provided by SMR and MGU activities conducted by ICE
(including eDIYBS) are interdependent and must be combined to function effectively. SMR selects health care vendors and creates different
plans. The stop-loss insurance policy and self-funded health benefits plans together help small businesses manage and limit the risk exposure
of health benefits plans. HI Card services are an optional add-on and cannot be offered on a standalone basis.

 Small businesses pay fees based on the sold case breakdown. All the
fees are collected by TPAs pursuant to the sold case breakdown and are passed through to the respective vendors. Self-funded health plans
typically consist of 10 different vendors. Below is an outline of the flow of fees for our services.

 SMR: Once the aggregate monthly fees are collected by the
TPA from a small business employer, the TPA will then disburse the contracted fees to SMR based on the bindable sold case breakdown.
The average fee per employee paid by the small business employer for SMR's services is about $15 per month.

 ICE: ICE collects premiums from small businesses on behalf of the carrier
in accordance with the underwriting guidelines. After collecting ICE's underwriting fee and paying other acquisition costs on behalf
of the carrier, the net premium is transferred to the carrier. Underwriting fee is 12% – 13% of premium.

 HI Card: Once the aggregate monthly fees are collected by
the TPA from a small business employer, the TPA will then disburse the contracted fees to HI Card based on the bindable sold case breakdown.
The average fee per employee paid by the small business employer for HI Card's services is about $15 per month.

 The contract term of a stop-loss health benefits plan is 12 months
of coverage plus a six month run-out period, a period of time after the end of the plan year which allows employees to request a reimbursement
for medical expenses that were incurred during the plan year. Fees and premium are paid monthly during the 12 month coverage period. Monthly
fees and premiums may vary based on enrollment changes (a change in the employee headcount). From time-to-time, a re-underwrite is required
pursuant to the carrier's guidelines. In such cases, SMR and ICE provide ongoing services throughout the contract terms.

 Dedicated Management Team with Extensive Industry Experience to
Drive Success

 Our management team has in-depth know-how in the insurance industry
with significant experience in senior positions at large insurance healthcare businesses and entrepreneurship roles, including self-funded
benefits plans and stop loss insurance, medical insurance companies, TPAs, MGUs, retail brokerages, and health plan consulting firms.
With extensive industry experience, HIT is poised to continue innovating and simplifying the sales, communication, and underwriting processes
within the insurance and healthcare sectors. Our technological advancements are a direct result of our deep understanding and extensive
experience with various facets of insurance and healthcare interactions.

 Proprietary Technology and Data Improve Efficiency and Transparency

 Our frontend platform is a web-based portal, easily accessible, with
limited requirements for brokers to upload the basic minimum data. The uploaded data on the eDIYBS portal are instantly analyzed by a
third-party AI company machine learning engine and our internal algorithm. Our proprietary underwriting algorithm leverages big-data analytics
and nearly 330 million internal and external data points to produce a health score for each individual employee as of December 31,
2024. Our digitally enabled approach to quoting has successfully reduced the need for human involvement in a significant part of the process.
In most cases, this system enables the generation of bindable proposals for an employer with enrolled individuals within the carrier's
accepted risk threshold in a about two minutes. All bindable proposals are within the carrier's accepted risk threshold, which are
developed and programmed by our proprietary system. Any quotes outside of the risk acceptance threshold will be declined by the system
automatically. For individuals with health scores that surpass the carrier's risk tolerance, our system intelligently produces a
contingent proposal. In such cases, brokers are guided to employ an electronic health application, enabling customers to supply additional
information necessary to finalize the sale and generate a comprehensive proposal.

 Our Growth Strategy

 Attract more TPAs, MGUs, and brokers to use our platforms. We
believe our free-to-use eDIYBS platform, which offers a pay upon success fee model coupled with efficiencies will attract more agencies
to use the platforms, when we start to market the platforms to additional customer bases.

 Introduce ancillary products that expand our offerings. Our
platforms are built to be extendible to new products and plans, and we plan to continue investing and scaling to address the needs of
small-and medium-sized businesses.

 Monetize our platforms. We built
proprietary full stack technology platforms that help MGUs and other insurance services providers perform underwriting and administrative
functions on behalf of insurance companies in an efficient manner. We believe we are well-positioned to further monetize our platforms
through success fee-based service arrangements for products that can be relabeled for multiple customers.

 Our Intellectual Property

 We currently have three registered trademarks, one patent, and one
pending patent application. Our patent covers our HI Card system which is used to store, process and access data, and we have one patent
application pending for DIYBS, which relates to our eDIYBS platform. We have also registered the trademarks "HI Card," "Health
In Tech" and "HIT."

 Use of Artificial Intelligence

 Our eDIYBS platform is backed by third-party AI technology utilizing
machine learning. Our customers' sensitive, proprietary, or confidential information could be leaked, disclosed, or revealed as
a result of or in connection with our vendors' use of generative AI technologies. Any such information that we input into a third-party
machine learning platform could be revealed to others, including if information is used to train the third party's machine learning
models. Additionally, where a machine learning model ingests personal information and makes connections using such data, those technologies
may reveal other sensitive, proprietary, or confidential information generated by the model.

 Moreover, machine learning models may create incomplete, inaccurate,
or otherwise flawed outputs, some of which may appear correct. We use machine learning outputs from our vendors to make certain decisions.
Specifically, we provide information we receive from our customers, which may include sensitive health information, to third party vendors
who input that data into AI-backed models to determine a risk profile of each potential insurance plan member in order to quote the insurance
plan. Unlike many of our competitors, which only provide initial quotes using AI-backed risk profiles, but that are finally bindable only
after each employee to be insured completes a health application detailing the employee's health history and other risks, and the
health application is reviewed by the underwriter to price the self-insured program, we provide bindable quotes solely using our AI-backed
eDIYBS platform within about two minutes, unless the eDIYBS platform raises certain unknown risk flags that require further manual review
via a health application completed by the employee and manually reviewed by an underwriter. Approximately 80% of bindable quotes are provided
solely using AI without further manual review. Providing bindable quotes solely using AI-backed technology can lead to errors in the actual
risk profile of the employee pool being insured, leading to higher insurance costs than originally anticipated during the quoting process.
The direct risk is borne by the insurance company providing the policy, however, if there is an increase in such errors, insurance companies
may refuse to continue allowing our eDIYBS platform to provide bindable quotes, reducing the value of eDIYBS as compared to some of our
competitors' platforms, which may require greater usage of manual reviews of health applications, thereby increasing quoting times,
and reducing usage of our eDIYBS platform by brokers, TPAs, MGUs and others. Additionally, there may be potential flaws in how the AI-backed
models assesses risk profiles that could lead our eDIYBS platform to create higher risk profiles that bias certain individuals or classes
of individuals and adversely impact their rights. Although any such biased outcomes are currently unknown to us, if any of these errors
occur, we could face adverse consequences, including exposure to reputational and competitive harm, customer loss, or regulatory and legal
liability.

 We have implemented an Artificial Intelligence Governance Policy
to establish a framework for the ethical and responsible use of AI technologies within our company, which aims to ensure that AI
systems are used, developed, deployed, and managed in a manner that aligns with our organizational values, regulatory requirements,
and industry best practices. This policy applies to all employees, contractors, and third parties involved in the use, development,
deployment, management, and use of AI systems within our company. The policy requires that we provide regular training and awareness
programs for our employees on AI technologies, ethical considerations, and compliance requirements, and to engage with customers,
regulators, and the public, to gather feedback and ensure transparency in the use of AI systems. It also requires that the AI
systems be designed and implemented to prevent bias and ensure fairness, and that we regularly audit our service providers to
identify and mitigate any such biases. Any non-compliance with the policy by an employee or service provider may result in
disciplinary action, up to and including termination of employment or contracts.

 In compliance with the policy, we carefully select and conduct due
diligence of third-party vendors, evaluating their reputation, track record, and compliance with industry standards and fairness. We establish
clear contractual agreements that define the responsibilities and obligations of third parties concerning data security and privacy, including
clauses for data breach notification and compliance with relevant regulations such as HIPAA. We conduct regular security assessments
and audits to identify any potential vulnerabilities and ensure third-party systems adhere to security and fairness standards. Additionally,
we enforce data encryption both in transit and at rest, along with strict access control measures, limits data access to authorized personnel
only.

 We leverage continuous monitoring mechanisms which are vital for detecting
and responding to security incidents involving third-party systems, supported by tools like Security Information and Event Management
(SIEM) to track and analyze security events. In addition, we conduct risk assessments which helps evaluate the potential effects of third-party
data processing on individual privacy and mitigate associated risks. Data acquired from our third party service providers is checked against
our claims data and/or health applications regularly. Our underwriting team tests samples of groups of claims data on a routine basis
to validate that the results from our third party service providers are performing as expected. Parameters are in place on every code
call to our third party service provider to validate that the data returned is within our defined tolerances. Data outside of those tolerances
are flagged for manual underwriting review. The Company does not currently use any form of AI within our eDIYBS application and relies
solely on third party service providers.

 The agreement with the first AI data service provider was entered into
on January 26, 2022. The agreement provides services including predictive modeling solutions utilizing the service provider's software
and decision engine that is hosted and managed by the service provider. The agreement is subject to a new work order which extends three
years from October 1, 2024 to September 30, 2027. The Company will have the one time right to terminate the agreement for any reason at
the end of the second year with 60 days prior written notice. Pursuant to the agreement, the Company agreed to pay the service provider
on a per user basis based on the number of users, with a minimum monthly fee of $60,000.

 The agreement with the second AI data service provider was
entered into on May 24, 2022. The agreement provides services including providing behavioral capture scores using the services
provider's machine learning platform, and delivering risk reports to help make more accurate underwriting decisions. The
agreement will expire on January 23, 2026. The parties may renew the agreement upon mutual written agreement. Pursuant to the
agreement, the Company agreed to pay the service provider a monthly fee of $16,250.

 We have also developed a robust incident response plan, integrating
third parties into the process, and ensuring their awareness of roles and responsibilities further strengthen security measures. We conduct
regular training and awareness programs for employees and third-party personnel on data security and privacy best practices. Adopting
the principle of data minimization ensures that only necessary data is shared with third parties, and unnecessary data is regularly reviewed
and purged. Finally, we ensure compliance with legal and regulatory requirements by staying updated on changes in data protection laws
which are crucial for reducing data exposure risks and maintaining secure AI operations.

 Automated systems rely on vast amounts of data to find patterns
or correlations, including AI technology that utilizes machine learning, and then apply those patterns to new data to perform tasks
or make recommendations and predictions. While these tools can be useful, these tools also have the potential to produce outcomes
that result in unlawful discrimination. Various federal agencies have issued statements on their agencies' response to AI
risks related to civil rights and consumer protection law. The statements outlined ongoing work on AI issues and listed as
categories of potential sources of discrimination in automated systems:

 Data and datasets, including datasets that are unrepresentative
or incorporate historical bias.

 Model opacity and access.

 Design and use, including the context for use of automated
systems.

 Although we believe the current AI-related regulations are not a material
risk to our business, there can be no assurances that interpretations of existing regulations or the implementation of new regulations
will create material regulatory risk to us in the future.

 Regulation

 Our business operates in a heavily regulated industry. Various aspects
of our business are, may become, or may be viewed by regulators from time to time as subject, directly or indirectly, to U.S. federal
and state laws and regulations. We are affected by laws and regulations that apply to businesses in general and the insurance services
industry, as well as to businesses operating on the internet and through mobile applications. This includes a continually expanding and
evolving range of laws, regulations and standards that address information security, data protection, privacy and data collection, among
other things. We are also subject to laws governing marketing and advertising activities conducted by telephone, email, mobile devices
and the Internet.

 We are an insurance technology company that provides a platform to
facilitate self-insured private employer health plans. Self-insured private employer health plans generally fall under the jurisdiction
of the Employee Retirement Income Security Act of 1974 (ERISA), a federal law enforced by the US Department of Labor and the Employee
Benefits Security Administration, which limits the ability of states to regulate such plans to avoid duplicative or conflicting regulations
which would make it more difficult for employer to offer health insurance to its employees. As a result of the ERISA preemption, we are
able to offer our insurance technology platform throughout the states and make employer-sponsored health insurance plans accessible for
small businesses and deliver cost and time savings for employers, employees, members, brokers, Third-party Administrators (TPAs), and
providers.

 In addition, SMR is a licensed insurance agent in the State of South
Carolina. As such, SMR is licensed to sell or broker insurance products in South Carolina should SMR choose to sell or broker any products.
SMR has not sold or brokered any insurance products to date and may not do so in the future. Accordingly, except as noted for SMR in South
Carolina, neither HIT nor any of its other subsidiaries acts in any of these roles that require a state insurance license in providing
its insurance related services and products.

 Because the laws and regulations governing insurance services, privacy,
data security and marketing are constantly evolving and striving to keep pace with innovations in technology and media, it is possible
that we may need to materially alter the way we conduct some parts of our business activities or be prohibited from conducting such activities
altogether at some point in the future.

 Our Leadership Team

 We have assembled an experienced management team with deep
insurance and technology experience. Our management team has in-depth know-how in the insurance sector through experience in senior
positions in large insurance healthcare companies and entrepreneurship at self-funded benefits, stop loss insurance and medical
insurance companies, TPAs, MGUs, retail brokerages, and health plan consulting firms. With extensive industry experience, we believe
we can create solutions that simplify the sales process, digitalize and automate underwriting, and streamline the communication
process. The technology we have constructed is based on the knowledge and experience of our management in insurance and healthcare
sector. Members of our team bring experience from multiple insurance companies including AIG, CB, HealthSmart, Lucent Health, and
Fidelity Life, among others.

 Our Corporate Information

 We were incorporated in Nevada in November 2021. We have our headquarters
in Stuart, Florida, with many of our team members working remotely throughout the United States. Our principal executive office is
located at 701 S. Colorado Ave, Suite 1, Stuart, FL 34994, and our phone number is 888-373-0333. In September 2013,
our founder, Tim Johnson, established International Captive Exchange, LLC, an Iowa limited liability company, which as of November 2021
is our wholly-owned subsidiary. In March 2022, International Captive Exchange merged with DIYBS, LLC, an Iowa limited liability company,
with International Captive Exchange surviving the merger. In December 2014, our founder, Tim Johnson, established Stone Mountain
Risk, LLC, an Iowa limited liability company, which as of November 2021, is a wholly owned subsidiary of HIT. In March 2017,
Mr. Johnson, established HI Card LLC, an Iowa limited liability company which as of November 2021, is a wholly owned subsidiary
of HIT.

 Our website address is www.healthintech.com. The information
contained on our website is not a part of this Report, and you should not consider any information contained on, or that can be accessed
through, our website as part of this Report or in deciding whether to purchase our Class A common stock.

 Competition

 The insurance services technology industry is characterized by a rapid
evolution of technologies, significant competition and strong defense of intellectual property. While we believe that our platforms, technology,
knowledge, experience, and resources provide us with unique competitive advantages, we expect to face competition from major healthcare,
insurance and technology companies, among others.

 Our competitors include technology companies which offer online marketplace
for small business and insurances services and insurance services companies, which may be developing technology similar to ours that provide
similar benefits to SMEs, including ServiceNow (NYSE: NOW), Phreesia, Inc (NYSE: PHR) and Everquote (Nasdaq: EVER).

 Many of the companies against which we may compete have significantly
greater financial resources and expertise in research and development. Smaller or early-stage companies may also prove to be significant
competitors, particularly through collaborative arrangements with large and established companies. These early stage and more established
competitors also compete with us in recruiting and retaining qualified insurance services and technology personnel and establishing new
technology, as well as in acquiring technologies complementary to, or necessary for, our platforms.

 Initial Public Offering

 On December 24, 2024, we completed our Initial Public Offering of 2,300,000
shares of Class A Common Stock at a price of $4.00 per share. The total gross proceeds received from the initial public offering was $9.2
million before deducting underwriting discounts and commissions.

 Implications of Being an Emerging Growth Company

 We are an "emerging growth company," as defined in Section 2(a) of
the Securities Act of 1933, as amended (the "Securities Act"), as modified by the Jumpstart Our Business Startups
Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements
that are applicable to other public companies that are not emerging growth companies including, but not limited to:

 not being required to comply with the auditor attestation
requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, or the Sarbanes-Oxley Act;

 reduced disclosure obligations regarding executive compensation
in our periodic reports, proxy statements, and registration statements; and

 exemptions from the requirements of holding a non-binding
advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

 If some investors find our Class A Common Stock less attractive
as a result of these exemptions, there may be a less active trading market for our Class A Common Stock and the price of our Class A
Common Stock may be more volatile.

 In addition, Section 107 of the JOBS Act also provides that an
emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities
Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain
accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of
this extended transition period.

 We will remain an emerging growth company until the earlier of: (1) the
last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering, (b) in
which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated
filer, which means the market value of our Class A Common Stock that is held by non-affiliates exceeds $700 million as of the
prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during
the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act.

 Implications of Being a Smaller Reporting Company

 Additionally, we are a "smaller reporting company" as defined
in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations,
including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company
until the last day of the fiscal year in which (1) the market value of our Class A Common Stock held by non-affiliates
equals or exceeds $250 million as of the end of that year's second fiscal quarter, or (2) our annual revenues equaled
or exceeded $100 million during such completed fiscal year and the market value of our Class A Common Stock held by non-affiliates
equals or exceeds $700 million as of the end of that year's second fiscal quarter.

 Facilities

 Our headquarters is in Stuart, Florida where we currently lease office
space with approximately 4,900 square feet under a five year lease starting in November 2022, under which we currently pay approximately
$10,500 per month. We believe that this space is sufficient to meet our needs for the foreseeable future and that any additional space
we may require will be available on commercially reasonable terms. Additionally, we intend to continue to maintain our business model
designed to leverage virtual technology to minimize brick and mortar facilities while optimizing our ability to attract top talented employees
that may reside in any geography.

 Employees

 As of December 31, 2024, we had a total of 73 full-time employees and
7 part-time employees. We believe that we maintain a satisfactory working relationship with our employees, and we have not experienced
any significant labor disputes or any difficulty in recruiting staff for our operations. None of our employees is represented by a labor
union.

 Human Capital Resources

 Employee Engagement, Talent Development & Benefits. We
believe that our future success largely depends upon our continued ability to attract and retain highly skilled employees. We provide
our employees with competitive salaries and bonuses, and intend to provide opportunities for equity ownership.

 Diversity, Inclusion, and Culture. Much
of our success is rooted in the diversity of our teams and our commitment to inclusion. We value diversity at all levels and continue
to focus on extending our diversity and inclusion initiatives across our entire workforce. We believe that our business benefits from
the different perspectives a diverse workforce brings, and we pride ourselves on having a strong, inclusive and positive culture based
on our shared mission and values.

 Item 1A. Risk Factors

 Set forth below are the risk factors that we believe are material
to our investors and a summary thereof. You should carefully consider the following risk factors, as well as the other information in
this annual report on Form 10-K, and in our other public filings. The occurrence of any of these risks could harm our business, financial
condition, results of operations and/or growth prospects or cause our actual results to differ materially from those contained in forward-looking
statements we have made in this report and those we may make from time to time. You should consider all of the risk factors described
in our public filings when evaluating our business.

 SUMMARY OF RISK FACTORS

 Our success and ability to grow our business depend in part
on retaining and expanding our network brokers, TPAs, MGUs, carriers, and other third-party agencies. If we fail to add to our network,
or retain our current one, our business, revenue, operating results, and financial condition could be harmed.

 Our growth strategy includes, without limitation, the acquisition
of additional clients in existing and new markets and states, introducing new services, products and plans, and monetizing our technology.

 Failure to accurately perform underwriting actuarial reviews
and adjustments to our underwriting tools could result in an increase in the cost and pricing of health plans we are able to program
in the future, which could negatively impact the reputation of our eDIYBS platform and our financial results.

 If the number of members utilizing our platforms decreases
or the number of products or services to which they subscribe, our revenue will decrease.

 The insurance products and services we offer through our platform
are subject to ongoing, complex, and evolving regulatory obligations, and to continued regulatory review, we could be asked to provide
additional claim reports, data and monitoring funds for the insurer which result in significant additional expense and the diversion
of our management's time and efforts. If we fail to assist the insurance company to comply with regulatory requirements, or are
unable to meet performance standards, The insurance products could be taken off from our platform that could be severely impact our revenue
income.

 Changes or developments in the health insurance markets in
the United States, including passage and implementation of a law to create a single-payer or government-run health insurance program,
could materially and adversely harm our business and operating results.

 If we fail to comply with applicable privacy, security, and
data laws, regulations and standards, including with respect to third-party service providers that utilize sensitive personal information
on our behalf, or applicable consumer protection laws, our business, reputation, results of operations, financial position, and cash
flows could be materially and adversely affected.

 Our limited operating history makes it difficult to evaluate
our current business performance, implementation of our business model, and our future prospects.

 We are subject to risks associated with outsourcing services
and functions to third parties.

 If we are unable to integrate and manage our information systems
effectively, our operations could be disrupted.

 From time to time, we may become involved in costly and time-consuming
litigation and regulatory actions, which require significant attention from our management.

 We rely on the experience and expertise of our founder/Chief
Executive Officer, senior management team, highly-specialized technology and insurance experts, key technical employees, and other highly
skilled personnel.

 If we or our partners or other third parties with whom we
collaborate sustain a cyber-attack or suffer privacy or data security breaches that disrupt our information systems or operations, or
result in the dissemination of sensitive personal or confidential information, we could suffer increased costs, exposure to significant
liability, adverse regulatory consequences, reputational harm, loss of business, and other serious negative consequences.

 Our Class A Common Stock price may be volatile or may
decline regardless of our operating performance, and you may not be able to resell your shares at or above the price you purchased your
shares.

 The dual class structure of our common stock has the effect
of concentrating voting control with our Chief Executive Officer and Chief Financial Officer for the foreseeable future, which will limit
the ability of our other investors to influence corporate matters, including the election of directors and the approval of any change
of control transaction.

 We do not intend to pay dividends on our Class A Common
Stock for the foreseeable future.

 Future sales or availability of our Class A Common Stock
or rights to purchase our Class A Common Stock, including pursuant to our equity incentive plans, or other equity securities or
securities convertible into our Class A Common Stock, could result in additional dilution of the percentage ownership of our stockholders
and could cause the stock price of our Class A Common Stock to decline.

 Our management team has limited experience managing a public
company.

 The obligations associated with being a public company require
significant resources and management attention, and we have and will continue to incur increased costs as a result of becoming a public
company.

 As a public reporting company, we are subject to rules and
regulations established from time to time by the SEC and PCAOB regarding our internal control over financial reporting. If we fail to
establish and maintain effective internal control over financial reporting and disclosure controls and procedures, we may not be able
to accurately report our financial results, or report them in a timely manner.

 Anti-takeover provisions in our governing documents and under
Nevada law could make an acquisition of our company more difficult, limit attempts by our stockholders to replace or remove our current
management, and depress the market price of our Class A Common Stock.

 An active trading market for our Class A Common Stock may
not be sustained.

 If our operating and financial performance in any given period
does not meet the guidance that we provide to the public, the market price of our Class A Common Stock may decline.

 We are a "controlled company" within the meaning
of the Nasdaq listing rules, and we may follow certain exemptions from certain corporate governance requirements that could adversely
affect our shareholders.

 Risks Related
to our Business and Industry

 Our success and ability to grow our business depend in part on
retaining and expanding our network of brokers, TPAs MGUs, and other third-party agents. If we fail to add to our network, or retain our
current one, our business, revenue, operating results, and financial condition could be harmed.

 While we generate our revenue primarily from small employers and insurance
carriers, we currently derive substantially all of our business through brokers, TPAs, and other third-party agents who provide referrals.
As a result, the size of our network is critical to our success. We have experienced significant network growth since we commenced operations,
and we believe we have the opportunity to continue grow our network by providing innovation in automation, great client experience, competitive
pricing, access to quality providers, and competitive insurance coverage relative to other insurers in the same geographic and insurance
markets.

 Attracting new brokers, TPAs, carriers, MGUs and other third-party
agencies depend, in large part, on our ability to continue to be perceived as providing continued advancement in automation, great client
experience, competitive pricing, access to quality providers, and competitive insurance coverage relative to other insurers in the same
geographic and insurance markets. Some of the other administrators of self-insured medical plans with which we compete have greater financial
and other resources, offer a broader scope of services and may be able to price their services more competitively than ours. Additionally,
our ability to attract new brokers and agents and retaining existing ones depends in part on the success of our marketing campaign to
such agents. Many of our competitors also have relationships with more brokers, carriers, and other agents than we do or may be able to
offer their services to larger clients and/or obtain better cost economics.

 If we fail to remain competitive on system automation, client experience,
and pricing, our ability to grow our business and generate revenue by attracting and retaining clients may be adversely affected. There
are many other factors that could negatively affect our ability to grow our client base, including if:

 our competitors or new market entrants mimic our product offerings
or our technology platform, causing current and potential clients to use our competitors' products instead of our platforms;

 our digital platform experiences technical or other problems
or disruptions that frustrate the client experience;

 we or our partners or other third parties with whom we collaborate
sustain a cyber-attack or suffer privacy or data security breaches;

 we experience unfavorable shifts in client perception of our
digital platform or other client service channels;

 we suffer reputational harm to our brand resulting from negative
publicity, whether accurate or inaccurate;

 we are unable to maintain licenses and approvals to offer
insurance in our current markets or to expand geographically in an economically sustainable manner;

 we fail to continue to offer new and competitive services;

 insurance brokers or others that we rely on to build our member
base are unable to market our insurance services effectively, or if we fail to attract brokers to sell our insurance services, or lose
important broker relationships to our competitors or otherwise; or

 our clients do not find sufficient value in our stop loss
insurance policies for health benefits products.

 Our inability to overcome these challenges could impair our ability
to attract new clients and retain existing clients, and could have a material adverse effect on our business, prospects, operating results,
and financial condition. Our business, prospects, financial condition, and results of operations may be harmed if we fail to execute our
growth strategy.

 Our growth strategy includes, without limitation, the acquisition
of additional clients in existing and new markets and states, introducing new services and plans, and monetizing our technology.

 We are expanding rapidly by partnering with additional TPAs, brokers,
carriers, MGUs and other third-party agents to utilize our platform and provide referrals, and entering into new markets and introducing
SaaS solutions in the markets in which we currently operate. As of December 31, 2024, we operated in 41 states. As our business grows,
we may incur significant expenses prior to commencement of operations and the receipt of revenue in new markets or from new platforms.
Further, even if we successfully attract clients in sufficient numbers to cover our costs, the new business could fail, which could not
only result in financial harm, but also reputational harm to our brand. We may also experience delays in operational start dates. As we
expand, if competitors seek to retain market share by reducing prices, we may be forced to negotiate with providers to reduce their prices
on similar offerings in order to remain competitive, which could impact our financial condition and may require a change in our operating
strategies. It is difficult to predict the full effect of pricing changes. Even if we successfully convince providers to reduce the pricing,
our resulting membership base could be lower than anticipated and our growth could stall. As a result of these factors, entering new markets
or introducing new stop loss insurance policies for self-funded benefits plans may decrease our profitability. In addition, we are continuously
updating and developing new technology. However, if our technology is not effectively utilized, we may not be able to efficiently and
cost-effectively operate our business.

 As we expand our service offerings and enter new markets, we need to
establish our reputation and brand with new clients, and to the extent we are not successful in creating positive impressions, our business
in these newer markets could be adversely affected. There can also be no assurance that we will be able to maintain or enhance our reputation
and brand in our existing markets, and failure to do so could materially adversely affect our business, results of operations, and financial
condition.

 We may also pursue opportunities to monetize our platforms in new ways,
such as through white-labeling success fee-based service arrangements. We may not be able to introduce or perform these arrangements as
well as expected or at all, and these arrangements may pose operational challenges, may not achieve timely profitability, may expose us
to additional liability, or may limit our ability to offer services in certain insurance markets and geographic regions.

 We expect that our growth strategy will continue to focus on opportunities
in existing and new markets and states for the foreseeable future, which will require significant dedication of management attention and
financial resources. If we are unable to effectively execute our growth strategy, our future growth will suffer, and our results of operations
could be harmed.

 We rely on the ability of our insurance carriers to service our
clients.

 Our reliance on insurance carriers to service the excess coverage
needs of our clients exposes us to certain risks as we attempt to grow our business. Although we conduct due diligence on the
insurance carriers that provide excess coverage to our customers, and seek to only partner with reliable, name brand insurance
carriers, as we continue to grow, the insurance carriers who service our clients may not budget sufficient resources to service our
clients or may otherwise be unable to adequately service our clients by timely funding insurance claims as required. As a technology
platform company, we are not obligated to make up any insurer's shortfalls. However, we may lose our clients or suffer
reputational risk from issues resulting from carrier errors and insufficiencies. As a result, we may need to rely on multiple
insurance carriers to service one client or may have to delay onboarding new clients until adequate replacement carriers can be
engaged. Any delay or disruption in our ability to appropriately service our clients as a result of challenges with insurance
carriers could significantly harm our reputation and affect our business, financial condition and results of operations.

 We may not be able to maintain profitability in the future.

 We expect to make significant investments to further market, develop,
and expand our business, including by continuing to develop our technology platforms, acquiring more members, maintaining existing members
and investing in partnerships, collaborations and acquisitions. In addition, we expect to continue to increase our headcount in the coming years.
As a public company, we will also incur significant legal, accounting, compliance, and other expenses that we did not incur as a private
company. We will continue to make such investments to grow our business. Despite these investments, we may not succeed in increasing our
revenue on the timeline that we expect and ultimately could fail to realize profits in the future. Moreover, if our revenue declines,
we may not be able to reduce costs in a timely manner because many of our costs are fixed, at least in the short-term. If we are unable
to manage our costs effectively, this may limit our ability to optimize our business model, acquire new clients, and grow our revenues.
Accordingly, despite our best efforts to do so, we may not achieve or maintain profitability, and we may continue to incur significant
losses in the future.

 Failure to accurately perform underwriting actuarial reviews
and adjustments to our underwriting tools could result in an increase in the cost and pricing of health plans we are able to program in
the future, which could negatively impact the reputation of our eDIYBS platform and our financial results.

 Our profitability depends on our ability to maintain and engage brokers,
TPAs, carriers, MGUs and other third-party agents to utilize our platforms. Any failure to accurately perform underwriting actuarial review,
whether as a result of a failure by the algorithm or underlying data maintained in our eDIYBS system or through a manual review process
for certain higher risk members, could result in excesses of costs to fund insurance claims above those anticipated through the quoting
process. Although we are not party to any agreement that would require us to pay excess fees above estimated insurance costs, or any agreement
that provides for indemnification of the carrier, such an occurrence could lead to reputation harm to our eDIYBS platform and increased
premiums using our platform in the future, which could impact our financial position.

 Failure of HI Card to properly function and provide an interface
for medical claims for clients on our platform could negatively affect our clients and could lead to them terminating our services.

 Our profitability depends on our ability to engage brokers, TPAs, carriers,
MGUs and other third-party agencies to utilize our programs. In order to retain clients, our HI Card platform must adequately provide
as an interface for clients to review medical claims. In the event that our platform does not function as anticipated, we could lose clients
which would negatively impact our financial position.

 If the number of members utilizing our platforms decreases or
the number of services to which they subscribe, our revenue will decrease.

 We base our fees on the number of individuals to whom we and the brokers,
TPAs, carriers MGUs and other agents utilizing our platforms provide services or referrals, and the number of services subscribed to by
such agents or utilized by their employees. Many factors may lead to a decrease in the number of individuals covered by our clients and
the number of services subscribed to by our clients, including:

 layoffs by our clients or affecting our clients, in response
to the COVID pandemic or otherwise;

 failure of our clients to adopt or maintain effective business
practices;

 changes in the nature or operations of our clients;

 government regulations; and

 increased competition or other changes in the benefits marketplace.

 If the number of individuals using our platforms decreases for any
reason, our revenue will likely decrease. Failure to manage our continued growth effectively could increase our expenses, decrease our
revenue, and prevent us from implementing our business strategy.

 We have experienced growth in the past and anticipate future growth,
which could put a strain on our business. To manage our anticipated future growth effectively, we must continue to maintain and enhance
our IT infrastructure, financial and accounting systems, and controls. We also must attract, train, and retain a significant number of
qualified sales and marketing personnel, customer support personnel, professional services personnel, software engineers, technical personnel,
and management personnel. Failure to effectively manage our anticipated future growth could lead us to over-invest or under-invest in
development and operations, result in weaknesses in our infrastructure, systems, or controls, give rise to operational mistakes, losses,
loss of productivity or business opportunities, and result in loss of associates and reduced productivity of remaining associates. Our
anticipated future growth could require significant capital expenditures and might divert financial resources from other projects such
as the development of new services. If our management is unable to effectively manage our anticipated future growth, our expenses might
increase more than expected, our revenue could decline or might grow more slowly than expected, and we might be unable to implement our
business strategy. The quality of our services might suffer, which could negatively affect our reputation and harm our ability to retain
and attract clients. We rely on the health of the U.S. health insurance industry and benefits of self-insurance plans.

 We rely on the health of the U.S. health insurance industry
and benefits of self-insurance plans.

 Our services are heavily concentrated on self-insurance for small to
mid-sized companies. As a result of our focus, we are dependent on the health of the insurance industry and are subject to risks related
to the performance of the health insurance industry and, in particular, self-insurance plans. Any negative impact on the health insurance
industry as a whole or upon self-insurance plans could cause a material adverse effect on our business and financial condition.

 Changes or developments in the health insurance markets in the
United States, including passage and implementation of a law to create a single-payer or government-run health insurance program,
could materially and adversely harm our business and operating results.

 Our platforms that utilize machine learning are within the private
sector of the U.S. health insurance system, which is evolving quickly and subject to a changing regulatory environment, and our future
financial performance will depend in part on growth in the market for private health insurance, as well as our ability to adapt to regulatory
developments.

 The healthcare regulatory landscape can change unpredictably and rapidly
due to changes in political party legislative majorities or executive branch administrations at the state or federal level in the United States.
Changes and developments in the health insurance system in the United States and the states in which we operate could also reduce
demand for our services and harm our business.

 As the regulatory and legislative environments within which we operate
are evolving, we may not be able to ensure timely compliance with such changes due to limited resources. Furthermore, we may face challenges
prioritizing the allocation of resources between implementing systems responsive to new legislative or regulatory requirements, focusing
on growth-related operations and implementing management systems and controls related to being a public company.

 In addition, changes to government policies not specifically targeted
to the healthcare industry, such as a change in tax laws and the corporate tax rate or government spending cuts, could have significant
impacts on our business, results of operations, financial condition and liquidity.

 If we fail to comply with applicable privacy, security, and data
laws, regulations and standards, including with respect to third-party service providers that utilize sensitive personal information on
our behalf, or applicable consumer protection laws, our business, reputation, results of operations, financial position, and cash flows
could be materially and adversely affected.

 As part of our platforms' normal operations, we collect,
process, and retain confidential health and other information about individuals. We are subject to various federal and state laws
and rules regarding the collection, use, disclosure, storage, transmission, and destruction of confidential information about
individuals. For example, we are subject to the Health Insurance Portability and Accountability Act of 1996, or HIPAA,
which requires us to protect the privacy, security, and confidentiality of medical records and protected health information, or PHI,
that we collect, disseminate, maintain, and use. HIPAA requires covered entities and business associates to maintain policies and
procedures governing PHI that is used or disclosed, and to implement administrative, physical, and technical safeguards to protect
PHI, including PHI maintained, used, and disclosed in electronic form. These safeguards include employee training, identifying
business associates with whom covered entities need to enter into HIPAA-compliant contractual arrangements, and various other
measures. Health insurers and other covered entities are also required to report impermissible uses or disclosures of PHI to
affected individuals and the U.S. Department of Health and Human Services, or HHS, unless the covered entity demonstrates
through a risk assessment that there is low probability the PHI has been compromised, and to notify the media in any states where
500 or more people are impacted by any unauthorized release or use of or access to PHI. Ongoing implementation and oversight of
these measures involves significant time, effort, and expense. While we undertake substantial efforts to secure the PHI that we
maintain, use, and disclose in electronic form, a cyber-attack or other intrusion that bypasses our information security systems
causing an information security breach, loss of PHI, confidential client information, or other data subject to privacy laws or a
material disruption of our operational systems could result in a material adverse impact on our business, along with potentially
substantial fines and penalties.

 HIPAA also established new enforcement mechanisms and enhanced penalties
for failure to comply with specific standards relating to the privacy, security, and electronic transmission of PHI. If a person
knowingly or intentionally obtains or discloses PHI in violation of HIPAA requirements, criminal penalties may also be imposed. While
HIPAA does not create a private right of action allowing individuals to sue us in civil court for HIPAA violations, its standards have
been used as the basis for a duty of care in state civil suits such as those for negligence or recklessness in the misuse or breach of
PHI.

 State laws may apply to our collection, use, handling, processing,
destruction, disclosure, and storage of personal information as well. States have begun enacting more comprehensive privacy laws and regulations
addressing consumer rights to data protection or transparency that may affect our privacy and security practices. We expect states to
continue to enact legislation that provides consumers with new privacy rights and increases the privacy and security obligations of entities
handling certain personal information of such consumers. Such legislation may add additional complexity, variation in requirements, restrictions
and potential legal risk, require additional investment of resources in compliance programs, impact strategies and the availability of
previously useful data and could result in increased compliance costs and/or changes in business practices and policies.

 The regulatory framework governing the processing of certain
information, particularly financial and other personal information, is rapidly evolving and is likely to continue to be subject to
uncertainty and varying interpretations. It is possible that these laws, regulations and standards may be interpreted and applied in
a manner that is inconsistent with our existing data management practices or the features of our services and platform capabilities.
We may face challenges in addressing current and evolving requirements and making necessary changes to our policies and practices,
and may incur significant costs and expenses in our effort to do so. Any failure or perceived failure by us, or any third parties
with which we do business, to comply with our privacy policies, changing consumer expectations, evolving laws, rules and
regulations, industry standards, or contractual obligations to which we or such third parties are or may become subject, may result
in actions or other claims against us by governmental entities or private actors, the expenditure of substantial costs, time and
other resources or the incurrence of significant fines, penalties or other liabilities. In addition, any such action, particularly
to the extent we were found to be guilty of violations or otherwise liable for damages, would damage our reputation and adversely
affect our business, financial condition and results of operations.

 Our limited operating history makes it difficult to evaluate
our current business performance, implementation and growth of our business model, and our future prospects.

 We developed our platforms backed by third-party technology utilizing
machine learning, which encompasses our primary businesses going forward, in 2017 and 2021, the core platform eDIYBS was fully implemented
in May 2023, and we have a limited operating history. Due to our limited operating history and the rapid growth, we have experienced
since we began operations, there is greater uncertainty in estimating our operating results, and our historical results may not be indicative
of, or comparable to, our future results. In addition, we have limited data to validate key aspects of our business model and to improve
our systems to manage growth. As a relatively new entrant in the markets in which we operate, we have limited experience and are unable
to predict whether we will be able to effectively and consistently provide solutions that are tailored to the budgets of small businesses
and to the health and other insurance needs of their employees. We cannot provide any assurance that the data we collect from our customers
through application processes, and from data already held by our data analytics service providers, will provide useful measures for evaluating our business model. Moreover,
we cannot provide any assurance that partnerships or joint ventures we may enter into in the future will perform as well as historical
partnerships or expectations. Our inability to adequately assess our performance and growth could have a material adverse effect on our
brand, reputation, business, financial condition, and results of operations.

 We are subject to risks associated with outsourcing services
and functions to third parties.

 We contract with third-party vendors and service providers who provide
services to us and our subsidiaries to help with our internal administrative functions, as well as third-party vendors and service providers
who help us administer our services and plans. The partial or complete loss of a vendor or other third-party relationship could cause
a material disruption to our business and make it difficult and costly to provide services that our regulators and members expect, which
could have a material adverse effect on our financial condition, cash flows, and results of operations.

 Some of these third-parties have direct access to our systems in order
to provide their services to us and operate the majority of our communications, network, and computer hardware and software. For example,
we currently offer our services through our website and online app using Amazon Web Services, Inc., or AWS, platforms for cloud computing,
a provider of cloud infrastructure services. Our operations depend on protecting the virtual cloud infrastructure hosted in AWS by maintaining
its configuration, architecture, and interconnection specifications, as well as the information stored in these cloud platforms and which
third-party internet service providers transmit. In the event that our AWS service agreement is terminated or there is a lapse of service,
interruption of internet service provider connectivity, or damage to such facilities, we could experience interruptions in meeting key
service obligations to our clients and business partners, as well as delays and additional expense in arranging new facilities and services,
which could harm our business, results of operations, and financial condition.

 Our arrangements with third-party vendors and service providers may
make our operations vulnerable if those third parties fail to satisfy their obligations to us, including their obligations to maintain
and protect the security and confidentiality of our information and data, or the information and data relating to our clients. We are
also at risk of a data security incident involving a vendor or third-party, which could result in a breakdown of such third-party's
data protection processes or cyber-attackers gaining access to our infrastructure through the third-party. To the extent that a vendor
or third-party suffers a data security incident that compromises its operations, we could incur significant costs and possible service
interruption. In addition, we may have disagreements with our third-party vendors or service providers regarding relative responsibilities
for any such failures or incidents under applicable business associate agreements or other applicable outsourcing agreements. Any contractual
remedies and/or indemnification obligations we may have for vendor or service provider failures or incidents may not be adequate to fully
compensate us for any losses suffered as a result of any vendor's failure to satisfy its obligations to us or under applicable
law. Our vendor and service provider arrangements could be adversely impacted by changes in vendors' or service providers'
operations or financial condition, or other matters outside of our control. Violations of, or noncompliance with, laws and/or regulations
governing our business or noncompliance with contract terms by third-party vendors and service providers could increase our exposure
to liability to our members, providers, or other third parties, or could result in sanctions and/or fines from the regulators that oversee
our business. In turn, this could increase the costs associated with the operation of our business or have an adverse impact on our business
and reputation. Moreover, if these vendor and service provider relationships were terminated for any reason, we may not be able to find
alternative partners in a timely manner or on acceptable financial terms, and may incur significant costs and/or experience significant
disruption to our operations in connection with any such vendor or service provider transition. As a result, we may not be able to meet
the full demands of our members or customers and, in turn, our business, financial condition, and results of operations may be harmed.
In addition, we may not fully realize the anticipated economic and other benefits from our outsourcing projects or other relationships
we enter into with third-party vendors and service providers, as a result of unanticipated delays in transitioning our operations to
the third-party vendor or service provider, such third-party vendor or service provider's noncompliance with contract terms, unanticipated
costs or expenses, or violations of laws and/or regulations, or otherwise. This could result in substantial costs or other operational
or financial problems that could have a material adverse effect on our business, financial condition, cash flows, or results of operations.

 If we are unable to integrate and manage our information systems
effectively, our operations could be disrupted.

 Our operations depend significantly on effective information systems.
The information gathered and processed by our information systems, assists us in, among other things, providing quotes to our network
of brokers, TPAs, carriers, MGUs and other agents, monitoring utilization and other cost factors, and processing claims. Our information
systems and applications require continual maintenance, upgrading, and enhancement to meet our current and expected operational needs.
If we underestimate the need to expand or experience difficulties with the transition to or from information systems or do not appropriately
plan, integrate, maintain, enhance, or expand our information systems, we could suffer, among other things, operational disruptions, loss
of existing clients and difficulty in attracting new clients, regulatory enforcement, and increases in administrative expenses. In addition,
our ability to integrate and manage our information systems may be impaired as the result of events outside our control, including acts
of nature, such as earthquakes or fires, or acts of terrorists. Also, we may from time to time obtain significant portions of our systems-related
or other services or facilities from independent third parties, which may make our operations vulnerable if such third parties discontinue
such services or fail to perform adequately.

 From time to time, we may become involved in costly and time-consuming
litigation and regulatory actions, which require significant attention from our management.

 From time to time, we may be a defendant in lawsuits or the
subject of regulatory actions, or could be subject to audits and investigations relating to our business, including, without
limitation, claims of trademark and other intellectual property infringement, claims alleging bad faith, enforcement actions by
state regulatory bodies alleging non-compliance with state law. We also may receive subpoenas and other requests for information
from various federal and state agencies, regulatory authorities, state Attorneys General, committees, subcommittees, and members of
the U.S. Congress and other state, federal, and international governmental authorities. Due to the inherent uncertainties of
litigation and regulatory proceedings, we cannot accurately predict the ultimate outcome of any such proceedings. An unfavorable
outcome could have a material adverse impact on our business and financial position, results of operations, and/or cash flows, and
may affect our reputation and brand. In addition, regardless of the outcome of any litigation or regulatory proceedings,
investigations, audits, or reviews, responding to such matters is costly and time consuming, and requires significant attention from
our management, and could, therefore, harm our business and financial position, results of operations or cash flows. Insurance may
not cover such claims, may not provide sufficient payments to cover all of the costs to resolve one or more such claims, and may
result in our having to pay significant fines, judgments, or settlements, which, if uninsured, or if the fines, judgments, and
settlements exceed insured levels, could adversely affect our results of operations and cash flows, thereby harming our business.
See " Item 3. Legal Proceedings."

 The regulations and contractual requirements applicable to us and other
market participants are complex and subject to change, making it necessary for us to invest significant resources in complying with our
regulatory and contractual requirements. Ongoing vigorous legal enforcement and the highly technical regulatory scheme for our clients
and others with whom we do business mean that our compliance efforts in this area will continue to require significant resources, and
we may not always be successful in ensuring appropriate compliance by our Company, employees, consultants, or vendors, for whose compliance
or lack thereof we may be held responsible and liable. Regulatory audits, investigations, and reviews could result in changes to our business
practices, and also could result in significant or material premium refunds, fines, penalties, civil liabilities, criminal liabilities,
or other sanctions, if we are determined to be in violation of applicable laws or regulations. Any of these audits, reviews, or investigations
could have a material adverse effect on our financial position, results of operations, or business, or could result in significant liabilities
and negative publicity for our Company.

 We rely on the experience and expertise of our Founder, senior
management team, highly-specialized technology and insurance experts, key technical employees, and other highly skilled personnel.

 Our success depends upon the continued service of Tim Johnson, our
Founder, Chief Executive Officer and a member of our board of directors, the members of our senior management team, highly-specialized
insurance experts, and key technical employees, as well as our ability to continue to attract and retain additional highly qualified personnel.
Our future success depends on our continuing ability to identify, hire, develop, motivate, retain, and integrate highly skilled personnel
for all areas of our business. If we are unable to attract the requisite personnel, our business, and prospects may be adversely affected.
Each of our Founder, members of our senior management team, specialized technology and insurance experts, key technical personnel, and
other employees could terminate their relationship with us at any time. The loss of our Founder or any other member of our senior management
team, specialized technology and insurance experts, or key personnel might
significantly delay or prevent the achievement of our strategic business objectives and could harm our business. In addition, much of
our essential technology and infrastructure are custom-made for our business by our personnel. The loss of key technology personnel, including
members of management, as well as our engineering and service development personnel, could disrupt our operations and harm our business.
We also rely on a small number of highly-specialized insurance experts, the loss of any one of whom could have a disproportionate impact
on our business. Competition in our industry for qualified employees is intense. Our compensation arrangements, such as our equity award
programs, may not always be successful in attracting new employees, and retaining and motivating our existing employees. Moreover, if
and when the stock options or other equity awards are substantially vested, employees under such equity arrangements may be more likely
to leave, particularly when the underlying shares have seen a value appreciation.

 We face significant competition for personnel. To attract top talent,
we have to offer, and believe we will need to continue to offer, competitive compensation and benefits packages. We may also need to increase
our employee compensation levels in response to competitor actions. If we are unable to hire new employees quickly enough to meet our
needs, or otherwise fail to effectively manage our hiring needs or successfully integrate new hires, including our recently hired management
team members, our efficiency, ability to meet forecasts and our employee morale, productivity, and retention could suffer, which in turn
could have an adverse effect on our business, results of operations, and financial condition.

 If we or our partners or other third parties with whom we collaborate
sustain a cyber-attack or suffer privacy or data security breaches that disrupt our information systems or operations, or result in the
dissemination of sensitive personal or confidential information, we could suffer increased costs, exposure to significant liability, adverse
regulatory consequences, reputational harm, loss of business, and other serious negative consequences.

 As part of our normal operations, we and our partners and other third
parties with whom we collaborate routinely collect, process, store, and transmit large amounts of data, including PHI subject to HIPAA,
as well as proprietary or confidential information relating to our business or third parties, including our members, providers, and vendors.
Although we have developed systems and processes designed to protect the data we manage, prevent data loss and other security breaches,
effectively respond to known and potential risks, and expect to continue to expend significant resources to bolster these protections,
there can be no assurance that these security measures will provide absolute security or prevent breaches or attacks. We have experienced
from time to time, and may experience in the future, breaches of our security measures, as well as those of our customers, partners, and
third-party service providers, due to human error, malfeasance, insider threats, system errors vulnerabilities, or other irregularities.
To date, we have not experienced any material impact as a result of such cybersecurity events. Certain threat actors may be supported
by significant financial and technological resources, making them even more sophisticated and difficult to detect. As a result, our costs
and the resources we devote to protecting against these advanced threats and their consequences may continue to increase over time.

 Our information technology systems and safety control systems, or those
of our third-party service providers, are subject to a growing number of threats from computer programmers, hackers, and other adversaries
that may be able to penetrate our network security and misappropriate our confidential information or that of third parties, create system
disruptions, or cause damage, security issues, or shutdowns. Because the techniques used to circumvent, gain access to, or sabotage security
systems, can be highly sophisticated and change frequently, they often are not recognized until launched against a target, and may originate
from less regulated and remote areas around the world. We may be unable to anticipate these techniques or implement adequate preventive
measures, resulting in potential data loss and damage to our systems. Our systems are also subject to compromise from internal threats
such as improper action by employees, including malicious insiders, or by vendors, counterparties, and other third parties with otherwise
legitimate access to our systems. Our policies, employee training (including phishing prevention training), procedures, and technical
safeguards may not prevent all improper access to our network or proprietary or confidential information by employees, vendors, counterparties,
or other third parties.

 Any compromise or perceived compromise of the security of our systems
or the systems of one or more of our vendors or service providers could damage our reputation and brand, cause the termination of relationships
with our members, result in disruption or interruption to our business operations, marketing partners and carriers, reduce demand for
our services, result in improper disclosure of data and violations of applicable privacy and other laws, cause us to incur significant
remediation costs, and divert the attention of management from the operation of our business, and subject us to significant liability
and expense, as well as regulatory action fines, penalties and lawsuits, which would harm our business, operating results, and financial
condition. Although we maintain insurance covering certain security and privacy damages and claim expenses, we may not carry insurance
or maintain coverage sufficient to compensate for all liability and, in any event, insurance coverage would not address the reputational
damage that could result from a security incident or any regulatory actions or litigation that may result. In addition, in the event that
additional data security laws are implemented, we may not be able to timely comply with such requirements, or such requirements may not
be compatible with our current processes.

 Our customers' sensitive, proprietary, or confidential
information could be leaked, disclosed, or revealed as a result of or in connection with our employees', personnel's, or vendors'
use of generative AI technologies.

 Our eDIYBS platform is backed by third-party AI technology
utilizing machine learning. Our customers' sensitive, proprietary, or confidential information could be leaked, disclosed, or
revealed as a result of or in connection with our vendors' use of generative AI technologies. Any such information that we
input into a third-party machine learning platform could be revealed to others, including if information is used to train the third
party's machine learning models. Additionally, where a machine learning model ingests personal information and makes
connections using such data, those technologies may reveal other sensitive, proprietary, or confidential information generated by
the model.

 Machine learning models may create incomplete, inaccurate, or
otherwise flawed outputs, some of which may appear correct. Providing bindable quotes solely using AI-backed technology can lead to errors
in the actual risk profile of the employee pool being insured, leading to higher insurance costs than originally anticipated during the
quoting process.

 Machine learning models may create incomplete, inaccurate, or otherwise
flawed outputs, some of which may appear correct. We use machine learning outputs from our vendors to make certain decisions. Specifically,
we provide information we receive from our customers, which may include sensitive health information, to third party vendors who input
that data into AI-backed models to determine a risk profile of each potential insurance plan member in order to quote the insurance plan.
We provide bindable quotes solely using our AI-backed eDIYBS platform, unless the eDIYBS platform raises certain unknown risk flags that
require further manual review via a health application completed by the employee and manually reviewed by an underwriter. Providing bindable
quotes solely using AI-backed technology can lead to errors in the actual risk profile of the employee pool being insured, leading to
higher insurance costs than originally anticipated during the quoting process. The direct risk is borne by the insurance company providing
the policy, however, if there is an increase in such errors, insurance companies may refuse to continue allowing our eDIYBS platform to
provide bindable quotes, which would require greater usage of manual reviews of health applications, thereby increasing standard quoting
times, and reducing usage of our eDIYBS platform by brokers, TPAs, MGUs and others. Additionally, there may be potential flaws in how
the AI-backed models assesses risk profiles that could lead our eDIYBS platform to create higher risk profiles that bias certain individuals
or classes of individuals and adversely impact their rights. Although any such biased outcomes are currently unknown to us, if any of
these errors occur, we could face adverse consequences, including exposure to reputational and competitive harm, customer loss, or regulatory
and legal liability.

 There can be no assurances that our Artificial Intelligence Governance
Policy and other measures will prevent risks related to our use of AI.

 We have implemented an Artificial Intelligence Governance Policy to
establish a framework for the ethical and responsible use of AI technologies within our company, which aims to ensure that AI systems
are used, developed, deployed, and managed in a manner that aligns with our organizational values, regulatory requirements, and industry
best practices. However, despite these policies and measures, there can be no assurances that the policies and measures will prevent all
data breaches, improper accuracy and fairness in the output of AI-backed models, or the other risks to our business related to our use
of AI.

 Real or perceived errors, failures or bugs in our systems, website,
or app could impair our operations, damage our reputation and brand, and harm our business and operating results.

 Our continued success is dependent on our systems, applications, and
software continuing to operate and to meet the changing needs of our clients and users. We rely on our technology and engineering staff
and vendors to successfully implement changes to, and maintain, our systems and services in an efficient and secure manner.

 Like all information systems and technology, our website and online
app may contain material errors, failures, vulnerabilities, or bugs, particularly when new features or capabilities are released, any
of which could lead to interruptions, delays, or website or online app shutdowns, or could cause loss of critical data, or the unauthorized
disclosure, access, acquisition, alteration or use of personal or other confidential information.

 A significant impact on the performance, reliability, security, and
availability of our systems, software, or services may harm our reputation and brand, impair our ability to operate, retain existing members,
or attract new members, and expose us to legal claims and government action, each of which could have a material adverse effect on our
financial condition, results of operations, and growth prospects.

 Failure to secure, protect, or enforce our intellectual property
rights could harm our business, results of operations, and financial condition.

 Our commercial success is dependent in part on protecting our core
technologies, intellectual property assets, and proprietary rights (such as source code, information, data, processes, and other forms
of information, know-how, and technology). We rely on a combination of copyrights, patents, trademarks, service marks, trade secret laws,
and contractual restrictions to establish and protect our intellectual property. However, the steps that we have already taken to protect
our intellectual property may not be sufficient or effective, and our confidentiality, non-disclosure, or invention assignment agreements
with employees, consultants, partners, or other parties may be breached and may otherwise not be effective in establishing our rights
in intellectual property and in controlling access to our proprietary information. Even if we do detect violations, we may need to engage
in litigation to enforce our rights.

 We currently hold various domain names relating to our brand. Failure
to protect our domain names could adversely affect our reputation and brand, and make it more difficult for users to find our website.
We may be unable, without significant cost or at all, to prevent third parties from diverting traffic from or acquiring domain names that
are similar to, infringe upon, or otherwise decrease the value of our patents, trademarks and other proprietary rights.

 While we take precautions designed to protect our intellectual property,
it may still be possible for competitors and other unauthorized third parties to copy our technology and use our proprietary brand, content,
and information to create or enhance competing solutions and services, which could adversely affect our competitive position in our rapidly
evolving and highly competitive industry. Some license provisions that protect against unauthorized use, copying, decompiling, transfer,
and disclosure of our technology may be unenforceable under the laws of certain jurisdictions and foreign countries, and the remedies
for such events may not be sufficient to compensate for such breaches. We enter into confidentiality and invention assignment agreements
with our executive officers and consultants, and enter into confidentiality agreements with our third-party providers and strategic partners.
We cannot assure you that these agreements will be effective in controlling access to, and use and distribution of, our platform and proprietary
information. Further, these agreements do not prevent our competitors from independently developing technologies that are substantially
equivalent or superior to our offerings. Such arrangements may limit our ability to protect, maintain, enforce, or commercialize such
intellectual property rights. If we are unable to prevent the unauthorized use or exploitation of our intellectual property, the value
of our brand, content, and other intangible assets may be diminished, competitors may be able to more effectively mimic our service and
methods of operations, the perception of our business and service to clients, and potential clients, may become confused, and our ability
to attract customers may be adversely affected. Any inability or failure to protect our intellectual property could adversely impact our
business, results of operations, and financial condition.

 We have filed, and may continue in the future to file, applications
to protect certain of our innovations and intellectual property. We do not know whether any of our applications will result in the issuance
of a patent, trademark, or copyright, as applicable, or whether the examination process will require us to narrow our claims. In addition,
we may not receive competitive advantages from the rights granted under our intellectual property. Our existing intellectual property,
and any intellectual property granted to us, or that we otherwise acquire in the future, may be contested, circumvented, or invalidated,
and we may not be able to detect or prevent third parties from infringing our rights to our intellectual property. Therefore, the exact
effect of the protection of this intellectual property cannot be predicted with certainty. In addition, given the costs, effort, and risks
of obtaining patent protection, including the requirement to ultimately disclose the invention to the public, we may choose not to seek
patent protection for certain future innovations. Any failure to adequately obtain such patent protection, or other intellectual property
protection, could later prove to adversely impact our business.

 We may be required to spend significant resources in order to monitor,
protect, and defend our intellectual property rights, and some violations may be difficult or impossible to detect. Litigation to protect
and enforce our intellectual property rights could be costly, time-consuming, and distracting to management, and could result in the impairment
or loss of portions of our intellectual property. Our efforts to enforce our intellectual property rights may be met with defenses, counterclaims,
and countersuits attacking the validity and enforceability of our intellectual property rights. Our inability to protect our proprietary
technology against unauthorized copying or use, as well as any costly litigation or diversion of our management's attention and
resources, could impair the functionality of our platform, delay introductions of enhancements to our platform, result in our substituting
inferior or more costly technologies into our platform, or harm our reputation or brand. In addition, we may be required to license additional
technology from third parties to develop and market new offerings or platform features, which may not be on commercially reasonable terms,
or at all, and could adversely affect our ability to compete or require us to rebrand or otherwise modify our offerings, which could further
exhaust our resources. Furthermore, we may also be obligated to indemnify our clients or business partners in connection with any such
litigation and to obtain licenses.

 The use of open source software in our services and solutions
may expose us to additional risks and harm our intellectual property rights.

 Some of our services and solutions use or incorporate software that
is subject to one or more open source licenses. Open source software is typically freely accessible, usable, and modifiable. Certain open
source software licenses require a user who intends to distribute the open source software as a component of the user's software
to disclose publicly part or all of the source code to the user's software. In addition, certain open source software licenses require
the user of such software to make any derivative works of the open source code available to others on potentially unfavorable terms or
at no cost.

 The terms of many open source licenses to which we are subject have
not been interpreted by U.S. or foreign courts. Accordingly, there is a risk that those licenses could be construed in a manner that
imposes unanticipated conditions or restrictions on our ability to commercialize our solutions. In that event, we could be required to
seek licenses from third parties in order to continue offering our services or solutions, to re-develop our services or solutions, to
discontinue sales of our services or solutions, or to release our proprietary software code under the terms of an open source license,
any of which could harm our business. Further, given the nature of open source software, it may be more likely that third parties might
assert copyright and other intellectual property infringement claims against us based on our use of these open source software programs.

 While we monitor the use of all open source software in our services,
solutions, processes, and technology and try to ensure that no open source software is used in such a way as to require us to disclose
the source code to the related service or solution when we do not wish to do so, it is possible that such use may have inadvertently occurred
in deploying our proprietary solutions. In addition, if a third-party software provider has incorporated certain types of open source
software into software we license from such third-party for our services and solutions without our knowledge, we could, under certain
circumstances, be required to disclose the source code to our products and solutions. This could harm our intellectual property position
and our business, results of operations, and financial condition.

 We might require additional capital to support business growth.

 We intend to continue to make investments to support our business
growth and might require additional funds to respond to business challenges or opportunities, including the need to develop new products
and services or enhance our existing services, enhance our operating infrastructure, and acquire complementary businesses and technologies.
Accordingly, we might need to engage in equity or debt financings to secure additional funds. If we raise additional funds through further
issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities
we issue could have rights, preferences and privileges superior to those of holders of our common stock. Any additional debt financing
secured by us could involve restrictive covenants relating to our capital-raising activities and other financial and operational matters,
which might make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions.
In addition, we might not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate
financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to
respond to business challenges could be significantly limited.

 Risks Related to Ownership of Our Class A Common Stock

 Our Class A Common Stock price may be volatile or may decline
regardless of our operating performance, and you may not be able to resell your shares at or above the initial public offering price.

 It is possible that an active trading market will not develop or continue
or, if developed, that any market will be sustained, which could make it difficult for you to sell your shares of Class A Common
Stock at or above the initial public offering price. Consequently, you may not be able to sell shares of our Class A Common Stock
at prices equal to or greater than the price you paid in our initial public offering.

 Many factors, some of which are outside our control, may cause the
market price of our Class A Common Stock to fluctuate significantly, including those described elsewhere in this " Risk Factors "
section and in this Report, as well as the following:

 our operating and financial performance and prospects;

 our quarterly or annual earnings, or those of other companies
in our industry, compared to market expectations;

 conditions that impact demand for our offerings and platform,
including demand in our industry generally and the performance of the third parties through whom we conduct significant parts of our
business;

 future announcements concerning our business or our competitors'
businesses;

 the public's reaction to our press releases, other public
announcements, and filings with the SEC;

 the market's reaction to our reduced disclosure and
other requirements as a result of being treated as an "emerging growth company" under the JOBS Act;

 coverage by or changes in financial estimates by securities
analysts or failure to meet their expectations;

 market and industry perception of our success, or lack thereof,
in pursuing our growth strategy;

 strategic actions by us or our competitors, such as acquisitions
or restructurings;

 changes in laws or regulations which adversely affect our
industry or us;

 changes in accounting standards, policies, guidance, interpretations,
or principles;

 changes in our board of directors, senior management, or key
personnel;

 issuances, exchanges or sales, or expected issuances, exchanges,
or sales of our capital stock;

 changes in our dividend policy;

 adverse resolution of litigation, or other claims against
us; and

 changes in general market, economic, and political conditions
in the United States and global economies or financial markets, including those resulting from natural disasters, terrorist attacks,
global pandemics, acts of war, and responses to such events.

 As a result, volatility in the market price of our Class A Common
Stock may prevent investors from being able to sell their Class A Common Stock at or above the initial public offering price, or
at all. These broad market and industry factors may materially reduce the market price of our Class A Common Stock, regardless of
our operating performance. In addition, price volatility may be greater if the public float and trading volume of our Class A Common
Stock is low. As a result, you may suffer a loss of all or a portion of your investment.

 The dual class structure of our common stock will have the effect
of concentrating voting control with our Chief Executive Officer and Chief Financial Officer for the foreseeable future, which will limit
the ability of our other investors to influence corporate matters, including the election of directors and the approval of any change
of control transaction.

 Our Class B Common Stock have 10 votes per share, and our Class A
Common Stock have one vote per share. The holders of our outstanding Class B Common Stock, which consist of our Chief Executive Officer
and our Chief Financial Officer, beneficially own 76.63% of our outstanding capital stock and hold 91.96% of the voting power of our outstanding
capital stock. Further, we may issue additional shares of our Class B Common Stock in the future, which will have a dilutive effect on
holders of our Class A Common Stock (see " — Future sales or availability of our Class A Common Stock or rights to purchase
our Class A Common Stock, including pursuant to our equity incentive plans, or other equity securities or securities convertible into
our Class A Common Stock, including our Class B Common Stock, could result in additional dilution of the percentage ownership of our stockholders
and could cause the stock price of our Class A Common Stock to decline." for additional information). Our Amended and Restated
Articles of Incorporation (our "Articles of Incorporation") do not provide for any sunset provisions that limit the lifespan
of our Class B Common Stock, including in the case of the death of a Class B Common Stock shareholder or intra-family transfers of shares
of Class B Common Stock. Because of the ten-to-one voting ratio between our Class B Common Stock and Class A Common Stock, the
holders of Class B Common Stock, in particular our Chief Executive Officer and Chief Financial Officer, collectively will control
over a majority of the combined voting power of all of our Class A Common Stock and Class B Common Stock and therefore will
be able to control all matters submitted to our stockholders for approval until a significant portion of such shares of outstanding Class B
Common Stock have been converted to shares of Class A Common Stock as further described in " Description of Capital Stock."
This concentrated control will limit or preclude the ability of our other investors to influence corporate matters for the foreseeable
future. For example, our Chief Executive Officer and Chief Financial Officer will have sufficient voting power to determine the outcome
with respect to elections of directors, amendments to our Articles of Incorporation, amendments to our Third Amended and Restated Bylaws
(our "Bylaws") that are subject to a stockholder vote, increases to the number of shares available for issuance under our
equity incentive plans or adoption of new equity incentive plans, and approval of any merger, consolidation, sale of all or substantially
all of our assets or other major corporate transaction requiring stockholder approval for the foreseeable future. In addition, this concentrated
control may also prevent or discourage unsolicited acquisition proposals or offers for our capital stock that you may feel are in your
best interest as one of our stockholders. This control may also adversely affect the market price of our Class A Common Stock.

 Because the interests of our Chief Executive Officer and Chief Financial
Officer may differ from those of our other stockholders, actions that they take with respect to us, as significant stockholders, may not
be favorable to our other stockholders, including holders of our Class A Common Stock.

 We cannot predict the effect our dual class structure may have
on the market of our Class A Common Stock.

 We cannot predict whether our dual class structure will result in
a lower or more volatile market price of our Class A Common Stock, in adverse publicity, or in other adverse consequences. For
example, certain index providers, such as S&P and Dow Jones, have announced restrictions on including companies with
multiple-class share structures in certain of their indices, including the S&P 500. Accordingly, our dual class share structure
would make us ineligible for inclusion in certain indices and, as a result, mutual funds, exchange-traded funds, and other
investment vehicles that attempt to passively track those indices may not invest in our Class A Common Stock. These policies
are relatively new and it is unclear what effect, if any, they will have on the valuations of publicly-traded companies excluded
from such indices, but it is possible that they may depress valuations, as compared to similar companies that are included. Because
of the dual class structure of our common stock, we will likely be excluded from certain indices and we cannot assure that other
stock indices will not take similar actions. Given the sustained flow of investment funds into passive strategies that seek to track
certain indices, exclusion from certain stock indices would likely preclude investment by many of these funds and could make our
Class A Common Stock less attractive to other investors. As a result, the market price of our Class A Common Stock could
be adversely affected.

 We do not intend to pay dividends on our Class A Common
Stock for the foreseeable future.

 We currently intend to retain all available funds and any future earnings
to fund the development and growth of our business. As a result, we do not anticipate declaring or paying any cash dividends on our Class A
Common Stock in the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of our
board of directors, subject to applicable laws, and will depend on, among other things, our business prospects, results of operations,
financial condition, cash requirements and availability, industry trends, and other factors that our board of directors may deem relevant.
Any such decision also will be subject to compliance with contractual restrictions and covenants in the agreements governing our current
indebtedness. Moreover, we may incur additional indebtedness, the terms of which may further restrict or prevent us from paying dividends
on our Class A Common Stock. As a result, you may have to sell some or all of your Class A Common Stock after price appreciation
in order to generate cash flow from your investment, which you may not be able to do. Our inability or decision not to pay dividends could
also adversely affect the market price of our Class A Common Stock.

 Future sales or availability of our Class A Common Stock
or rights to purchase our Class A Common Stock, including pursuant to our equity incentive plans, or other equity securities or securities
convertible into our Class A Common Stock, including our Class B Common Stock, could result in additional dilution of the percentage
ownership of our stockholders and could cause the stock price of our Class A Common Stock to decline.

 Sales of substantial amounts of our shares of Class A Common Stock
in the public market, or the perception that these sales could occur, could adversely affect the market price of our shares of Class A
Common Stock and could materially impair our ability to raise capital through equity offerings in the future. Resales of our shares of
Class A Common Stock in the public market by the Selling Shareholder may cause the market price of our shares of Class A Common Stock
to decline. As of the date of this Annual Report on Form 10-K, 12,369,358 shares are freely tradable without restriction or further
registration under the Securities Act, and certain shares of Class A Common Stock held by our existing shareholders may also be sold in
the public market in the future, subject to the restrictions in Rule 144 and Rule 701 under the Securities Act and the applicable lock-up
agreements. We intend to file a registration statement with the SEC on Form S-8 in March 2025 providing for the registration of shares
of our Class A Common Stock issued or reserved for issuance under the 2024 Plan. Subject to the satisfaction of vesting conditions
and the expiration of lock-up agreements, shares issued pursuant to or registered under the registration statement on Form S-8 will
be available for resale immediately in the public market without restriction. From time to time in the future, we may also issue additional
shares of our Class A Common Stock, Class B Common Stock preferred stock or other securities convertible into Class A Common
Stock pursuant to a variety of transactions, including acquisitions. The issuance by us of additional shares of our Class A Common
Stock or securities convertible into our Class A Common Stock, including our Class B Common Stock, would dilute your ownership of
us, and the sale of a significant amount of such shares in the public market could adversely affect prevailing market prices of our Class A
Common Stock.

 The JOBS Act allows us to postpone the date by which we must
comply with certain laws and regulations intended to protect investors, and to reduce the amount of information we provide in our reports
filed with the SEC. We cannot be certain if this reduced disclosure will make our Class A Common Stock less attractive to investors.

 The JOBS Act is intended to reduce the regulatory burden on "emerging
growth companies." As defined in the JOBS Act, a public company whose initial public offering of common equity securities occurs
after December 8, 2011, and whose annual net revenues are less than $1.235 billion will, in general, qualify as an "emerging
growth company" until the earliest of:

 the last day of its fiscal year following the fifth anniversary
of the date of its initial public offering of common equity securities;

 the last day of its fiscal year in which it has annual
gross revenue of $1.235 billion or more;

 the date on which it has, during the previous three-year period,
issued more than $1.0billion in nonconvertible debt; and

 the date on which it is deemed to be a "large accelerated
filer," which will occur at such time as the company (1) has an aggregate worldwide market value of common equity securities
held by non-affiliates of $700 million or more as of the last business day of its most recently completed second fiscal quarter,
(2) has been required to file annual and quarterly reports under the Exchange Act for a period of at least 12 months,
and (3) has filed at least one annual report pursuant to the Exchange Act.

 Under this definition, we are an "emerging growth company"
and could remain an "emerging growth company" until as late as the fifth anniversary of the completion of our initial public
offering, or December 24, 2029. For so long as we are an "emerging growth company," we will, among other things:

 not be required to comply with the auditor attestation requirements
of Section 404(b) of the Sarbanes-Oxley Act, or Section 404(b);

 not be required to hold a nonbinding advisory stockholder
vote on executive compensation pursuant to Section 14A(a) of the Exchange Act;

 not be required to seek stockholder approval of any golden
parachute payments not previously approved pursuant to Section 14A(b) of the Exchange Act;

 be exempt from the requirement of the PCAOB regarding the
communication of critical audit matters in the auditor's report on the financial statements; and

 be subject to reduced disclosure obligations regarding executive
compensation in our periodic reports and proxy statements.

 In addition, Section 107 of the JOBS Act provides that an
emerging growth company can use the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for
complying with new or revised accounting standards. This permits an emerging growth company to delay the adoption of certain
accounting standards until those standards would otherwise apply to private companies. We have elected to use this extended
transition period and, as a result, our consolidated financial statements may not be comparable to the financial statements of
issuers who are required to comply with the effective dates for new or revised accounting standards that are applicable to public
companies. We cannot predict if investors will find our Class A Common Stock less attractive as a result of our decision to
take advantage of some or all of the reduced disclosure requirements above. If some investors find our Class A Common Stock
less attractive as a result, there may be a less active trading market for our Class A Common Stock and our stock price may be
more volatile.

 Our management team has limited experience managing a public
company.

 Most members of our management team have limited experience managing
a publicly traded company, interacting with public company investors and complying with the increasingly complex laws pertaining to public
companies. Our management team may not successfully or efficiently manage our transition to being a public company subject to significant
regulatory oversight and reporting obligations under the federal securities laws and the scrutiny of securities analysts and investors.
These new obligations and constituents will require significant attention from our management team and could divert their attention away
from the day-to-day management of our business, which could materially adversely affect our business, financial condition and operating
results.

 The obligations associated with being a public company require
significant resources and management attention, and we have and will continue to incur increased costs as a result of becoming a public
company.

 As a public company, we face increased legal, accounting,
administrative, and other costs and expenses that we did not incur as a private company prior to our recent initial public offering,
and which have not been reflected in our historical consolidated financial statements included elsewhere in this Report. We have
already started to incur, and expect to continue to incur, significant costs related to operating as a public company. We are
subject to the Exchange Act, the rules and regulations implemented by the SEC, the Sarbanes-Oxley Act, the Dodd-Frank Act, the
PCAOB, and the rules and standards of Nasdaq, each of which imposes additional reporting and other obligations on public companies.
As a public company, we are required to, among others:

 prepare, file, and distribute annual, quarterly, and current
reports with respect to our business and financial condition;

 prepare, file, and distribute proxy statements and other stockholder
communications;

 expand the roles and duties of our Board and committees thereof,
and management;

 hire additional financial and accounting personnel and other
experienced accounting and finance staff with the expertise to address complex accounting matters applicable to public companies;

 institute more comprehensive financial reporting and disclosure
compliance procedures;

 involve and retain to a greater degree outside counsel and
accountants to assist us with the activities listed above;

 enhance our investor relations function;

 establish new internal policies, including those relating
to trading in our securities and disclosure controls and procedures;

 comply with our exchange's listing standards; and

 comply with the Sarbanes-Oxley Act.

 These rules and regulations and changes in laws, regulations, and
standards relating to corporate governance and public disclosure, which have created uncertainty for public companies, have and will
continue to increase our legal and financial compliance costs and make some activities more time consuming and costly. These laws,
regulations, and standards are subject to varying interpretations, in many cases due to their lack of specificity and, as a result,
their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result
in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and
governance practices. Our investment in compliance with existing and evolving regulatory requirements has and will continue to
result in increased administrative expenses and a diversion of management's time and attention from revenue-generating
activities to compliance activities, which could have a material adverse effect on our business, financial condition, and results of
operations.

 In addition, the need to establish the corporate infrastructure demanded
of a public company may also divert management's attention from implementing our business strategy, which could prevent us from
improving our business, financial condition, and results of operations. If we do not continue to develop and implement the right processes
and tools to manage our changing enterprise and maintain our culture, our ability to compete successfully and achieve our business objectives
could be impaired, which could negatively impact our business, financial condition, and results of operations. In addition, we cannot
predict or estimate the amount of additional costs we may incur to comply with these requirements. We anticipate that these costs will
materially increase our general and administrative expenses.

 As a public company, complying with applicable rules and regulations
has made it more difficult and more expensive for us to maintain director and officer liability insurance, and we may be required to accept
reduced policy limits and coverage, or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be
more difficult for us to attract and retain qualified people to serve on our board of directors, our board committees, or as executive
officers.

 As a public reporting company, we are subject to rules and regulations
established from time to time by the SEC regarding our internal control over financial reporting. If we fail to establish and maintain
effective internal control over financial reporting and disclosure controls and procedures, we may not be able to accurately report our
financial results, or report them in a timely manner.

 We are a public reporting company subject to the rules and regulations
established from time to time by the SEC and Nasdaq. These rules and regulations require, among other things, that we establish and periodically
evaluate procedures with respect to our internal control over financial reporting. Reporting obligations as a public company are likely
to place a considerable strain on our financial and management systems, processes, and controls, as well as on our personnel.

 In addition, as a public company, we are required to document and test
our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act so that our management can certify
as to the effectiveness of our internal control over financial reporting. Section 404(a) of the Sarbanes-Oxley Act, or Section 404(a),
requires that, beginning with our second annual report following our initial public offering, management assess and report annually on
the effectiveness of our internal control over financial reporting, and identify any material weaknesses in our internal control over
financial reporting. Although Section 404(b) requires our independent registered public accounting firm to issue an annual report
that addresses the effectiveness of our internal control over financial reporting, we have opted to rely on the exemptions provided in
the JOBS Act and, consequently, will not be required to comply with SEC rules that implement Section 404(b) until such time
as we are no longer treated as an "emerging growth company." We could potentially qualify as an "emerging growth company"
until as late as the fifth anniversary of the completion of our initial public offering, or December 24, 2029.

 If our senior management is unable to conclude that we have
effective internal control over financial reporting, or to certify the effectiveness of such controls, and our independent
registered public accounting firm cannot render an unqualified opinion on management's assessment and the effectiveness of our
internal control over financial reporting at such time as it is required to do so, and material weaknesses in our internal control
over financial reporting are identified, we could be subject to regulatory scrutiny, a loss of public and investor confidence, and
to litigation from investors and stockholders, which could have a material adverse effect on our business and our stock price. In
addition, if we do not maintain adequate financial and management personnel, processes, and controls, we may not be able to manage
our business effectively or accurately report our financial performance on a timely basis, which could cause a decline in our
Class A Common Stock price and adversely affect our business, financial condition, and results of operations. Failure to comply
with the Sarbanes-Oxley Act could potentially subject us to sanctions or investigations by the SEC, the exchange upon which our
securities are listed or other regulatory authorities, which would require additional financial and management resources.

 Claims for indemnification by our directors and officers may
reduce our available funds to satisfy successful stockholder claims against us and may reduce the amount of money available to us.

 As permitted by Section 78.7502 of Chapter 78 of the Nevada
Revised Statutes, or the NRS, our Articles of Incorporation limit the liability of our directors. In addition, as permitted by Section 78.7502
of the NRS, our Bylaws provide that we shall indemnify, to the fullest extent authorized by the NRS, any person who is involved in any
litigation or other proceeding because such person is or was a director, officer, employee, or agent of ours or is or was serving as an
officer, director, employee, or agent of another entity at our request, including service with respect to employee benefit plans, against
all expense, loss, or liability reasonably incurred or suffered in connection therewith. Our Articles of Incorporation provide that indemnification
includes the right to be paid expenses incurred in defending any proceeding in advance of its final disposition.

 Section 78.7502 of the NRS permits a corporation to indemnify
any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding,
whether civil, criminal, administrative, or investigative, except an action by or in the right of us, by reason of the fact that the person
is or was a director, officer, employee, or agent of ours, or is or was serving at our request as a director, officer, employee, or agent
of another company, partnership, joint venture, trust, or other enterprise, including service with respect to employee benefit plans,
against expenses, including attorneys' fees, judgment, fines, and amounts paid in settlement actually and reasonably incurred by
the person in connection with the action, suit, or proceeding if the person is not liable under Section 78.138 of the NRS, or acted
in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful.

 The above limitations on liability and our indemnification obligations
limit the personal liability of our directors and officers for monetary damages for breach of their fiduciary duty as directors by shifting
the burden of such losses and expenses to us. Certain liabilities or expenses covered by our indemnification obligations may not be covered
by our directors' and officers' insurance policy or the coverage limitation amounts may be exceeded. As a result, we may need
to use a significant amount of our funds to satisfy our indemnification obligations, which could severely harm our business and financial
condition and limit the funds available to stockholders who may choose to bring a claim against us.

 Provisions in our Bylaws and Nevada law may have the effect of
discouraging lawsuits against our directors and officers.

 Our Bylaws require, unless we consent in writing to the selection
of an alternative forum, that the Eighth Judicial District Court of Clark County, Nevada, shall, to the fullest extent permitted by
law, be the exclusive forum for any or all actions, suits, proceedings, whether civil, administrative or investigative or that
asserts any claim or counterclaim, (a) brought in the name or right of our company or on our behalf; (b) asserting a claim for
breach of any fiduciary duty owed by any director, officer, employee or agent of our company to us or our stockholders; (c) arising
or asserting a claim pursuant to any provision of Chapters 78 or 92A of the NRS or any provision of our Articles of Incorporation or
Bylaws; (d) to interpret, apply, enforce or determine the validity of our Articles of Incorporation or Bylaws; or (e) asserting a
claim governed by the internal affairs doctrine. Notwithstanding the foregoing, our Bylaws provide that this exclusive provision
forum will not apply to suits arising under (i) the Exchange Act or any other claim for which federal courts have exclusive
jurisdiction and (ii) the Securities Act, as to which the Eighth Judicial District Court of Clark County, Nevada and the federal
district court for the District of Nevada shall have concurrent jurisdiction.

 Although we believe this provision benefits us by providing increased
consistency in the application of Nevada law in the types of lawsuits to which it applies, a court (either in the State of Nevada or otherwise)
may determine that this provision is either unenforceable or inapplicable to a particular claim due to choice-of-law considerations. To
the extent it is enforceable, the provision may have the effect of discouraging lawsuits against our directors and officers.

 Anti-takeover provisions in our governing documents and under
Nevada law could make an acquisition of our company more difficult, limit attempts by our stockholders to replace or remove our current
management, and depress the market price of our Class A Common Stock.

 Our Articles of Incorporation, Bylaws, and Nevada law contain provisions
that could have the effect of rendering more difficult, delaying or preventing an acquisition deemed undesirable by our board of directors.
Among others, our Articles of Incorporation and Bylaws include the following provisions:

 a dual class structure that provides our holders of Class B
Common Stock with the ability to control the outcome of most matters requiring stockholder approval;

 limitations on convening special stockholder meetings, which
could make it difficult for our stockholders to adopt desired governance changes;

 advance notice procedures, which apply for stockholders to nominate
candidates for election as directors or to bring matters before an annual meeting of stockholders;

 newly created directorships are filled by a majority of directors
then in office; and

 the approval of two-thirds of the then outstanding voting power
of our capital stock, voting as a single class, is required to remove a director.

 We may be or in the future we may become subject to Nevada's
control share law. A corporation is subject to Nevada's control share law if it has more than 200 stockholders, at least 100 of
whom are stockholders of record and residents of Nevada, and it does business in Nevada or through an affiliated corporation. The law
focuses on the acquisition of a "controlling interest" which means the ownership of outstanding voting shares sufficient,
but for the control share law, to enable the acquiring person to exercise the following proportions of the voting power of the corporation
in the election of directors: (i) one-fifth or more but less than one-third, (ii) one-third or more but less than a majority,
or (iii) a majority or more. The ability to exercise such voting power may be direct or indirect, as well as individual or in association
with others.

 The effect of the control share law is that the acquiring person, and
those acting in association with it, obtains only such voting rights in the control shares as are conferred by a resolution of the stockholders
of the corporation, approved at a special or annual meeting of stockholders. The control share law contemplates that voting rights will
be considered only once by the other stockholders. Thus, there is no authority to strip voting rights from the control shares of an acquiring
person once those rights have been approved. If the stockholders do not grant voting rights to the control shares acquired by an acquiring
person, those shares do not become permanent non-voting shares. The acquiring person is free to sell its shares to others. If the buyers
of those shares themselves do not acquire a controlling interest, their shares do not become governed by the control share law. If control
shares are accorded full voting rights and the acquiring person has acquired control shares with a majority or more of the voting power,
any stockholder of record, other than an acquiring person, who has not voted in favor of approval of voting rights is entitled to demand
fair value for such stockholder's shares.

 In addition to the control share law, Nevada has a business combination
law which prohibits certain business combinations between Nevada corporations and "interested stockholders" for three years
after the "interested stockholder" first becomes an "interested stockholder," unless the corporation's board
of directors approves the combination in advance. For purposes of Nevada law, an "interested stockholder" is any person who
is (i) the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the outstanding voting shares
of the corporation, or (ii) an affiliate or associate of the corporation and at any time within the three previous years was
the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the then outstanding shares of the corporation.
The definition of the term "business combination" is sufficiently broad to cover virtually any kind of transaction that would
allow a potential acquiror to use the corporation's assets to finance the acquisition or otherwise to benefit its own interests
rather than the interests of the corporation and its other stockholders.

 These provisions, alone or together, could delay or prevent hostile
takeovers and changes in control or changes in our management.

 Any provision of our Articles of Incorporation, Bylaws, or Nevada law
that has the effect of delaying, preventing, or deterring a change in control could limit the opportunity for our stockholders to receive
a premium for their shares of our Class A Common Stock, and could also affect the price that some investors are willing to pay for
our Class A Common Stock.

 An active trading market for our Class A Common Stock may
not be sustained.

 Although our shares of Class A Common Stock are listed on Nasdaq, an
active trading market for our Class A Common Stock may not be sustained. If an active trading market for our Class A Common Stock
is not maintained, the liquidity of our Class A Common Stock, your ability to sell your shares of our Class A Common Stock when
desired, and the prices that you may obtain for your shares of Class A Common Stock will be adversely affected.

 If securities analysts do not publish research or reports about our
company, or if they issue unfavorable commentary about us or our industry or downgrade our Class A Common Stock, the price of our
Class A Common Stock could decline.

 The trading market for our Class A Common Stock will depend in
part on the research and reports that third-party securities analysts publish about our company and our industry. We may be unable to
attract research coverage, and if one or more analysts cease coverage of our company, we could lose visibility in the market. In addition,
one or more of these analysts could downgrade our Class A Common Stock or issue other negative commentary about our company or our
industry. As a result of one or more of these factors, the trading price of our Class A Common Stock could decline.

 If our operating and financial performance in any given period
does not meet the guidance that we provide to the public, the market price of our Class A Common Stock may decline.

 We may, but are not obligated to, provide public guidance on our expected
operating and financial results for future periods. Any such guidance will be comprised of forward-looking statements subject to the risks
and uncertainties described in this Report, and in our other public filings and public statements. Our actual results may not always be
in line with or exceed any guidance we have provided, especially in times of economic uncertainty. If, in the future, our operating or
financial results for a particular period do not meet any guidance we provide or the expectations of investment analysts, or if we reduce
our guidance for future periods, the market price of our Class A Common Stock may decline. Even if we do issue public guidance, there
can be no assurance that we will continue to do so in the future.

 We are a "controlled company" within the meaning
of the Nasdaq listing rules, and we may follow certain exemptions from certain corporate governance requirements that could adversely
affect our shareholders.

 Tim Johnson, our largest stockholder and our Chief Executive Officer,
own more than a majority of the voting power of our outstanding shares of Common Stock. As such, we will be deemed a "controlled
company" under Nasdaq Marketplace Rules 5615(c). Under the Nasdaq listing rules, a company of which more than 50% of the voting
power is held by an individual, group, or another company is a "controlled company" and is permitted to phase in its compliance
with the independent committee requirements. Although we do not intend to rely on the "controlled company" exemptions under
the Nasdaq listing rules, we could elect to rely on these exemptions in the future. If we were to elect to rely on the "controlled
company" exemptions, a majority of the members of our board of directors might not be independent directors and our nominating and
corporate governance and compensation committees might not consist entirely of independent directors. Accordingly, if we rely on the exemptions,
during the period we remain a controlled company and during any transition period following a time when we are no longer a controlled
company, you would not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance
requirements of Nasdaq.

 Item 1B. Unresolved Staff Comments

 None.

 Item 1C. Cybersecurity

 Health In Tech prioritizes a proactive and comprehensive approach to
risk management and cybersecurity, ensuring the protection of our Operational Technology (OT) environment and critical infrastructure
from evolving cyber threats. Our security framework is built on robust, adaptive measures, which are regularly refined to incorporate
industry best practices and cutting-edge technologies.

 Through strategic oversight, advanced threat detection, and frequent
improvement, we maintain a high level of protection for our systems and data.

 Risk Management and Strategy:

 Below is an overview of our processes for assessing, identifying, and
managing material risks from cybersecurity threats, all of which are conducted in-house.

 Network/System Security

 Isolation
of OT from IT and User Networks: We ensure our OT systems are physically or logically separated from corporate IT networks, reducing
the risk of cross-contamination.

 OT
Device Hardening: We enhance security by disabling unnecessary ports, services, and protocols, minimizing potential attack surfaces.

 We
ensure data Encryption in transit and at rest.

 Patch
Management: We maintain a controlled patch management process, ensuring OT systems receive regular updates while considering their unique
lifecycle and operational requirements.

 We
conduct continuous vulnerability scanning to internal and external networks.

 Endpoint
Protection: We implement best-practice security baselines and hardening measures, supported by next-generation security agents EDR for
monitoring and automated remediation. Additionally, our Security Information and Event Management (SIEM) system enables autonomous remediation
and real-time threat alerting our security team.

 Anti-Malware
Solutions: Recognizing that traditional antivirus may not always be applicable, we deploy specialized security software to detect and
prevent malware threats.

 Ransomware Detection and Response

 Behavioral
Analysis: We utilize advanced behavioral analysis tools to detect ransomware threats by identifying unusual encryption activity, unauthorized
file modifications, and abnormal network communications.

 Backup
and Recovery: We perform regular backups of critical systems, ensuring they are securely isolated from the production environment to
safeguard against ransomware attacks. Additionally, our disaster recovery plans undergo routine testing of backups to ensure rapid and
effective recovery when needed.

 Access Control

 Principle
of Least Privilege (PoLP): We enforce strict access controls, granting system access only to individuals who require it for their roles.
Regular audits ensure compliance and minimize security risks.

 Multi-Factor
Authentication (MFA): We require MFA for all system access, adding an extra layer of security to protect against unauthorized access.

 Role-Based
Access Control (RBAC): Access to sensitive systems is governed by users' roles, ensuring only authorized personnel can perform specific
actions on critical systems with regular user access audits.

 Secure Remote Access

 VPN
and secure tunneling: We utilize secure VPNs and tunneling technologies with strong encryption to protect remote access to our systems.
These connections are continuously monitored to ensure security and integrity.

 Incident Response and Recovery Plans

 We
have a comprehensive incident response plan with detailed procedures for addressing ransomware attacks and other cyber threats, in an
effort to provide a swift and effective response.

 Cross-Team
Coordination: Our IT and security teams collaborate seamlessly during incidents to respond quickly, contain threats, and minimize impact.

 Security Audits and Risk Assessments

 Regular
security audits: We conduct frequent security audits and vulnerability assessments to identify potential weaknesses and keep our defenses
up to date. Additionally, we engage a third-party penetration testing firm for annual assessments to identify and address security vulnerabilities/misconfigurations.

 Regular
risk management: We regularly evaluate and adapt our security measures to respond to emerging threats, including new ransomware strains
and the evolving cyber threat landscape.

 We
incorporate threat intelligence into our security operations to proactively identify and mitigate potential cyber risks.

 Employee and Contractor Required Training and Awareness

 Ongoing
cybersecurity awareness training, encompassing phishing awareness and sensitive data handling, is required for all employees and contractors.
In addition, all IT and IT security staff are required to complete secure coding and data hygiene training.

 We
conduct simulated phishing tests monthly with required retraining on any failures.

 Simulated
exercises: We regularly run simulated attack exercises to ensure our teams are prepared to act swiftly and effectively during an actual
cyberattack.

 Risk Management and Oversight Committee

 We conduct comprehensive risk assessments to identify vulnerabilities across
systems, processes, and third-party dependencies.

 We use of semi-quantitative risk assessment as a tool for evaluating the
probability (likelihood) and severity (impact) of potential risks.

 We perform comprehensive vendor risk assessments to verify third-party security
measures effectively meet our organization's security policies and ensure vendor compliance with all relevant regulatory requirements
and review on an annual basis.

 Our Governance, Risk, and Compliance (GRC) applications enable continuous,
automated testing and real-time monitoring of infrastructure and user compliance.

 We have strong executive and board oversight of regulatory and compliance
risks, including changes in laws and regulations that could affect the company's business.

 We maintain a materiality assessment process designed to ensure compliance
with all applicable securities laws and regulations, including the SEC's cybersecurity disclosure rules. We also consider industry-specific
regulations and standards, such as HIPAA for healthcare organizations.

 To date, we have not identified any cybersecurity incidents or threats
that have materially impacted our business strategy, operations, or financial condition. Our materiality assessment process is designed
to ensure compliance with all applicable securities laws and regulations, including the SEC's cybersecurity disclosure rules. We also
consider industry-specific regulations and standards. However, there can be no assurances that such a cybersecurity incident will occur
or that such incident will materially impact our business. Any breach of our security measures, or those of our third-party service providers,
could result in unauthorized access to and misappropriation of our information, corruption of data or disruption of systems, operations
or transactions, any of which could have a material adverse effect on our business strategy, results of operations or financial condition.
See "Item 1A. Risk Factors" of this Annual Report on Form 10-K for further discussion of the risks related to cybersecurity
threats.

 Governance:

 Our Vice President of Security and Compliance leads our cybersecurity
program and is responsible for implementing and maintaining our cybersecurity controls and provides regular updates to the Audit Committee
and our executive management team on the status of our cybersecurity program and any cybersecurity incidents.

 Our Audit Committee and our executive team maintain rigorous oversight
of our enterprise-wide risk management and cybersecurity strategy. Our dedicated security and compliance team, leveraging over two decades
of expertise, ensures consistent implementation, refinement, and resilience of these programs, utilizing a framework incorporating NIST,
HIPAA, SOC 2, and SOX, providing assurance that our defenses remain robust against emerging threats and evolving regulatory mandates.

 Item 2. Properties

 Our principal
office is located at 701 S. Colorado Ave, Suite 1, Stuart, FL 34994, where we lease approximately 4,900 square feet of space
under lease agreements for our business operations expiring in October 2027.
We believe our existing facilities are adequate to meet our current requirements.

 Item 3. Legal Proceedings

 We are not party to any material legal proceedings. We have in the
past, and from time to time may be in the future, involved in legal proceedings or subject to claims incident to the ordinary course of
business. Regardless of the outcome, such proceedings or claims can have an adverse impact on us because of defense and settlement costs,
diversion of resources and other factors, and there can be no assurances that favorable outcomes will be obtained.

 Item 4. Mine Safety Disclosures

 Not applicable.

 Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities

 Market Information

 Our Class A common stock commenced trading on the Nasdaq Capital Market
on December 23, 2024 under the symbol "HIT."

 Holders

 As of March 17, 2025, there were 28 stockholders of record of our
Class A Common Stock and 2 stockholders of record of our Class B Common Stock.

 Dividends

 We have never declared or paid any cash or other dividends or distributions
on our Class A Common Stock. We currently intend to retain earnings, if any, to finance the growth and development of our business. We
do not expect to pay any cash dividends on our common stock in the foreseeable future. Payment of future dividends, if any, will be at
the discretion of our board of directors and will depend on our financial condition, results of operations, capital requirements, restrictions
contained in any financing instruments, provisions of applicable law and other factors the board deems relevant.

 Securities Authorized for Issuance under Equity Compensation Plans

 Information about our equity compensation plans is incorporated herein
by reference to Item 12 of Part III of this annual report on Form 10-K.

 Recent Sales of Unregistered Securities

 Under our equity compensation plans, 10,000 shares of restricted stock
awards were granted to one employee during the fourth quarter 2024, with vesting conditions that require a certain duration of services.

 Use of Proceeds from Our Initial Public Offering

 On December 24, 2024, we closed our IPO of 2,300,000 shares of our
Class A Common Stock at the price of $4.00 per share, resulting in net proceeds to us of $5.9 million after deducting underwriting discounts
and commissions and offering expenses. All of the shares issued and sold in our IPO were registered under the Securities Act pursuant
to a registration statement on Form S-1, as amended (File No. 333-281853), which was declared effective by the Securities and Exchange
Commission on December 19, 2024. American Trust Investment Services, Inc. acted as representative of the underwriters. We paid the underwriters
in aggregate approximately $1.0 million in underwriting commissions and incurred offering expenses of approximately $2.3 million. No payments
for such expenses were made to our directors or officers or their associates, holders of 10% or more of any class of our equity securities,
or to our affiliates. There has been no material change in the planned use of proceeds from our IPO from those disclosed in the Final
Prospectus. No proceeds from our IPO were used for the year ended December 31, 2024.

 Issuer Purchases of Equity Securities

 None.

 Item 6. [Reserved]

 Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations

 The following discussion of our financial condition and results
of operations should be read in conjunction with the financial statements and the notes thereto included in this annual report. The following
discussion contains forward-looking statements. Actual results could differ materially from the results discussed in the forward-looking
statements. See "Item 1A. Risk Factors" and "Special Note Regarding Forward-Looking Statements".

 Overview

 Health in Tech ("HIT") is an insurance technology platform
company, which offers a marketplace that aims to improve processes in the healthcare industry through vertical integration, process simplification,
and automation. By removing friction and complexities, we streamline the underwriting, sales and service process for insurance companies,
licensed brokers, and TPAs.

 Marketplace: We are a health insurance marketplace
where insurance companies can list various stop-loss policy options for self-funded benefits plans. Licensed brokers registered on our
platform can log in, upload certain required information, select policy plans, obtain a bindable quote and sell them to small businesses.
In most cases, our technology enables us to medically underwrite insurance policies and produce bindable quotes within about two minutes,
allowing us to deliver an integrated and seamless sales cycle.

 Customizable Solutions: Beyond policy underwriting
and sales, our marketplace offers customization of health benefits plans, vendors, claims, and network services. Brokers can select customized
plans that suit their customers.

 Accessibility and Savings: We make self-funded
benefits plan and stop loss insurance accessible online for small businesses. We aim to deliver meaningful cost savings for low-risk,
small employers with comparatively healthy employees through a digital medical underwriting process. We seek to deliver time savings for
employers, brokers, TPAs, and carriers, by leveraging both external and internally developed technology.

 As of December 31, 2024, we had clients in 41 states, with our services
and platforms actively utilized by 417 brokers, 11 Third-Party Administrators (TPAs), and 212 additional third-party agencies. Our stop
loss insurance policies for self-funded benefits plans were sold to 890 business clients with 18,348 employees. In addition, we continued
to maintain profitability while driving revenue growth of 2% year over year from fiscal year 2023 to fiscal year 2024.

 We currently generate most of our revenue from service fees and underwriting
fees, that are associated with customers who purchase self-funded benefits plans and stop loss insurance. These plans are facilitated
through a network of brokers, TPAs, MGUs, carriers, and other third-party agents. These agencies either directly engage our services or
provide valuable client referrals. Roscommon Insurance Company ("Roscommon") and Roscommon Captive Management LLC, the self-insurance
carrier business, previously owned by our Chief Executive Officer, Mr. Tim Johnson, was sold to an unrelated party at the end of
May 2023. This move allows the CEO to dedicate his undivided attention to driving accelerated growth and continuing development within
Health In Tech.

 Recent Developments

 Initial Public Offering

 On December 24, 2024, we completed our initial public offering (the
"IPO") of 2,300,000 shares of Class A common stock. The total gross proceeds received from the IPO was $9.2 million before deducting
underwriting discounts and commissions.

 Key Factors Affecting our Performance

 Our ability to retain and expand our network of brokers, TPAs,
MGUs and other third-party agents.

 While we generate our revenue primarily from small employers and insurance
carriers, we currently derive substantially all of our business through brokers, TPAs, and other third-party agents who provide referrals.
As a result, the size of our network is critical to our success. We have experienced significant network growth since we commenced operations,
and we believe we have the opportunity to continue to grow our network by providing superior innovation in automation, great client experience,
competitive pricing, access to quality providers, and competitive insurance coverage relative to other insurers in the same geographic
and insurance markets.

 Our ability to enter into more collaborations with insurance
carriers and offer new products and plans

 Our business growth will depend on our ability to collaborate with
a diverse range of insurance carriers to service the excess coverage needs of our clients. These collaborations are essential for expanding
our portfolio of products and services. Our growth strategy is heavily reliant on our capability to introduce innovative insurance products
and plans. By collaborating with multiple insurance carriers, we can leverage their expertise and resources to develop a broader range
of offerings. This not only enables us to meet the specific requirements of our clients but also helps in staying competitive in a rapidly
changing market.

 Our ability to accurately perform underwriting procedures

 Our growth is significantly dependent on our ability to accurately
perform underwriting procedures and maintain strong relationships with brokers, TPAs, carriers, MGUs, and other third-party agents who utilize our platforms. A failure to conduct precise underwriting actuarial
reviews and adjustments to our underwriting tools could result in increased costs and pricing for health plans.

 While we are not bound by any agreements that would necessitate paying
fees exceeding estimated insurance costs, nor do we have agreements that require indemnification of the carrier, such a failure could
cause reputational harm to our eDIYBS platform. This could lead to increased premiums for plans accessed through our platform, potentially
affecting our financial standing and market competitiveness.

 Our ability to continue invest in technology and innovation

 Our ongoing commitment to investing in technology is crucial for driving
advancements in automation and enhancing operational efficiency across all aspects of our business. We are dedicated to regularly updating
and developing new technology. This continuous investment in technology and innovation will position us at the forefront of the insurance
technology.

 Seasonality

 Our business is generally affected by the seasonal patterns of our
enrollment and medical expenses. Usage of our underwriting and quoting platform is seasonal, primarily due to the common renewal of health
plan policies in December and January. While we believe we have visibility into the seasonality of our business, our rapid growth rate
over the last couple years may have made seasonal fluctuations more difficult to detect. If our rate of growth slows over time, seasonal
or cyclical variations in our operations may become more pronounced, and our business, results of operations and financial position may
be adversely affected.

 Key Financial and Operating Performance Metrics

 We regularly monitor a number of financial and operating metrics in
order to measure our current performance and project our future performance. These metrics help us develop and refine our growth strategies
and make strategic decisions. We discuss revenues, cost of revenues, and the components of operating expenses. We utilize other key metrics
as described below.

 Number of Enrolled Employees (EEs) Medical Health Plan Billed

 Our primary customers are small businesses, which can have anywhere
from 5 to 150 employees. Our service fee is billed to such business customers on a per enrolled employee (EE) per month (PEPM) basis,
which ranges from $2 to $35 based on selected services for each small business, and our underwriting revenue is a percentage of monthly
premium paid on a PEPM basis. Accordingly, we use the number of EEs as a key indicator of our market penetration and growth, as compared
to simply tracking the total number of our business customers, which can vary depending on the number of employees (and their family)
enrolled at the business customer. The number of EEs is an employment based count, and not only would include a single employee, but also
an employee's family (spouse and/or children), if the family is also insured on the plan.

 The following table sets forth the number of EEs billed for the periods
indicated:

 Period-to-Period
 Change

 2024

 2023

 EEs

 Percentage

 Number of EEs billed (End of period)

 18,348

 21,213

 (2,865
)

 (14
)%

 In 2024, we diversified the stop loss policies offering, by adding
new carriers. By December 31, 2024, 11,937 EEs were covered by A-rated stop-loss policies, representing an increase of 5,563 EEs compared
to 6,374 EEs that were covered by A-rated stop-loss policies as of December 31, 2023. Small businesses that preferred A-rated carriers
generally demonstrated stronger performance and were willing to pay higher program fees for better medical network coverage and enhanced
health benefits. Despite a temporary 14% reduction in employee counts, we achieved a 2% increase in revenues during the year ended December
31, 2024.

 Adjusted EBITDA represents our earnings from continuing operations
before net interest expense, taxes, and depreciation and amortization expense, adjusted to eliminate stock-based compensation expense
and public company readiness costs not deemed capitalizable. Adjusted EBITDA is not a measure calculated in accordance with United States
Generally Accepted Accounting Principles, or GAAP. Please refer to " Summary Consolidated Financial Data — Adjusted
EBITDA" in this Report for a discussion of the limitations of adjusted
EBITDA and reconciliations of adjusted EBITDA to income from continuing operations, net of income taxes, the most comparable GAAP measurements,
respectively, for the years ended December 31, 202 4 and 2023.
We exclude certain non-recurring or non-cash items when calculating Adjusted EBITDA, and we believe this approach provides a more meaningful
measure by offering a clearer view of our underlying operational performance.

 Components of Operating Results

 While we generate our revenue primarily from small employers and insurance
carriers, we grow our business primarily from offering solutions that streamline sales processes, enhance service delivery, and reduce
the sales cycle duration for TPAs, MGUs, and Brokers. We offer our services through our three subsidiaries. Program services provided
by SMR and MGU activities provided by ICE (including eDIYBS) are interdependent, as they cannot function effectively without being combined.
Services provided by HI Card is an optional add-on to our other services, and it cannot be offered on a standalone basis. Brokers that
utilize the program services on behalf of the small employer provided by SMR and MGU activities provided by ICE, are not obligated to
utilize our HI Card service. Currently ICE does not offer underwriting services as a standalone service. In the future, we may consider
offering it as a standalone service.

 (i)
 SMR is a program manager specializing in customized self-funded
benefits programs for small businesses. It creates health plans, selects networks and manages vendors, and sets up benefits plans on
the marketplace, including benefits structures, coverage options, and provider networks. Licensed brokers log in to the marketplace to
select and sell self-funded benefits plans to small businesses. Our offerings encompass reference-based pricing, group insurance captives,
community health plans, and association health programs. SMR collaborates with TPAs and licensed brokers to design health plans that
meet the specific needs of employers. The revenue from SMR is derived from a set fee charged per enrolled employee (EE) per month (PEPM).
The fee varies depending on the type of program selected by the broker. SMR's fees are paid by small employers.

 (ii)
 ICE develops and maintains all underwriting models. It defines
risk criteria based on risk guidelines provided by carriers, manages underwriting of risk, manages claims activity, ensures reinsurance
reporting, and handles monthly reinsurance filings. The revenue from ICE is derived as a specific percentage from the premium received,
in our capacity as the Managing General Underwriter (MGU) of insurance companies (Carriers). ICE's fees are paid by carriers.

 (iii)
 HI Card provides medical claims access data and claims negotiation
for SMR's program members who select such services and provides 24/7 accessibility to all incurred medical data for employees who
enroll in the HI Card service. Accordingly, all of the revenue we generate from HI Card is from SMR's program members, which are
enrolled employees of the small employer. The revenue generated from HI Card is derived from a set fee charged per enrolled employee
(EE) per month (PEPM). The fee may vary depending on services or the network selected by the broker. Brokers are not obligated to utilize
the HI Card service for the small employers. HI Card's fees are paid by small employers.

 The following table sets forth the components of our revenues by subsidiaries
and percentages of our total revenues for the periods presented:

 2024

 % of
 revenue

 2023

 % of
 revenue

 Revenues from underwriting modeling (ICE)

 $

 34.1
 %

 $

 43.0
 %

 12,841,635

 65.9
 %

 10,924,650

 57.0
 %

 SMR

 9,849,300

 50.5
 %

 8,085,596

 42.2
 %

 HI Card

 15.4
 %

 14.8
 %

 100.0
 %

 100.0
 %

 Cost of revenues

 Cost of revenues primarily consists of infrastructure costs to operate
our platform such as hosting fees and fees paid to various third-party partners for access to their technology, services and amortization
expenses of our capitalized internal-use software related to our platform. We mainly outsource captive management services and data services
from the third-party companies. Our internal proprietary system seeks to consistently improve underwriting and services results through
machine learning and data feeds. The captive management activities include introducing new carriers, conducting due diligence on carriers,
conducting feasibility studies to determine the viability to be a stop-loss carrier on the platform, negotiating terms and contracts,
coordinating audit requests, managing relationship with unrelated carriers and their regulators and auditor firms to ensure that our risk
associated with our service offerings is minimized. See "Item 1A. Risk Factors — Risks Related to our Business and Industry"
for additional information on the risks associated with our service offerings.

 Sales and marketing expenses

 Sales and marketing expenses primarily consist of personnel-related
costs including salaries, benefits and commissions cost for our sales and marketing personnel. Sales and marketing expenses also include
the costs for advertising, promotional and other marketing activities, as well as certain fees paid to various third-party for sales and
customer acquisition.

 General and administrative expenses

 General and administrative expenses primarily consist of personnel-related
costs and related expenses for our executives, finance, legal, human resources, technical support, and administrative personnel as well
as the costs associated with professional fees for external legal, accounting, and other consulting services, insurance premiums.

 Research and development expenses

 Research and development expenses primarily consist of personnel-related
costs, including salaries and benefits for our research and development personnel. Additional expenses include costs related to the software
development, quality assurance, and testing of new technology, and enhancement of our existing platform technology.

 Provision for income taxes consists primarily of changes to our current
and deferred federal and state tax assets and liabilities. Deferred income taxes are recognized for the tax consequences of temporary
differences between financial statement carrying amounts and the tax basis of assets and liabilities. Our deferred tax assets and liabilities
are calculated by applying the current tax rates and laws to taxable years in which such differences are expected to reverse.

 We continually review the need for, and the adequacy of, valuation
allowances, and recognize benefits from our deferred tax assets only when an analysis of both positive and negative factors indicates
that it is more likely than not such benefits will be realized.

 Income from discontinued operations, net of income taxes

 At the end of May 2023 (the "Closing Date"), the Company's
Chief Executive Officer ("CEO") completed the sale of the Carrier (Roscommon and Roscommon Captive Management Company) for
$500,000. Subsequent to this date, we have had no significant involvement in the operations of Carrier, which is now controlled by an
independent third-party. Beginning in June 2023, Carrier's historical
financial results for periods prior to the Closing Date have been reflected in our consolidated statements of operations,
retrospectively, as discontinued operations. See " Note 3 — Discontinued Operations " to our
consolidated financial statements included in this report for further detail.

 Results of Operations

 The following table sets forth our consolidated statements of operations
for the periods presented, both in absolute amount and as a percentage of our total revenues for the periods presented:

 2024

 % of
 revenue

 2023

 % of
 revenue

 Revenues from underwriting modeling (ICE)

 $

 34.1
 %

 $

 43.0
 %

 12,841,635

 65.9
 %

 10,924,650

 57.0
 %

 SMR

 9,849,300

 50.5
 %

 8,085,596

 42.2
 %

 HI Card

 15.4
 %

 14.8
 %

 100.0
 %

 100.0
 %

 Cost of revenues

 4,051,439

 20.8
 %

 2,303,911

 12.0
 %

 Gross profit

 $
 15,439,467

 79.2
 %

 $
 16,847,591

 88.0
 %

 Operating expenses

 Sales and marketing expenses

 3,158,257

 16.2
 %

 3,380,375

 17.7
 %

 General and administrative expenses

 8,477,407

 43.5
 %

 8,079,329

 42.2
 %

 Research and development expenses

 2,813,899

 14.4
 %

 2,004,796

 10.5
 %

 Total operating expenses

 14,449,563

 74.1
 %

 13,464,500

 70.4
 %

 Other income (expense):

 Interest income

 122,885

 0.6
 %

 40,857

 0.2
 %

 Interest expenses

 (495,000
)

 (2.5
)%

 (2,052
)

 (0.0
)%

 Other income

 271,211

 1.4
 %

 —

 —
 %

 Total other income (expense), net

 (100,904
)

 (0.5
)%

 38,805

 0.2
 %

 Income before income tax expense

 $
 889,000

 4.6
 %

 $
 3,421,896

 17.8
 %

 (218,523
)

 (1.1
)%

 (945,236
)

 (4.9
)%

 Income from continuing operations, net of income taxes

 3.5
 %

 12.9
 %

 Income from discontinued operations, net of income taxes

 —

 —
 %

 7.7
 %

 $

 3.5
 %

 $
 3,957,914

 20.6
 %

 Net income attributable to noncontrolling interests

 $
 —

 —
 %

 $

 7.7
 %

 Net income attributable to common stockholders

 $

 3.5
 %

 $

 12.9
 %

 Other Financial Data:

 Adjusted EBITDA (1)

 $
 2,270,745

 11.7
 %

 $
 4,799,125

 25.1
 %

 (1)
 We define adjusted EBITDA as income from continuing operations,
net of income taxes before net interest expense, taxes, and depreciation and amortization expense, adjusted to eliminate stock-based
compensation expense and public company readiness costs deemed not capitalizable. See " Adjusted EBITDA " below for
more information and for a reconciliation of adjusted EBITDA to income from continuing operations, net of income taxes, the most directly
comparable financial measure calculated and presented in accordance with GAAP.

 2024

 2023

 Reconciliation from Income from Continuing Operations, Net of Income Taxes to Adjusted EBITDA:

 Income from continuing operations, net of income taxes

 $

 $

 Interest (income) expenses

 372,115

 (38,805
)

 Depreciation and amortization

 541,141

 339,300

 Income tax expense

 218,523

 945,236

 Stock-based compensation expense

 468,489

 —

 Public company readiness costs deemed not capitalizable

 —

 1,076,734

 Total net adjustments

 1,600,268

 2,322,465

 $
 2,270,745

 $
 4,799,125

 Consolidated Balance Sheet Data

 2024

 2023

 Cash and cash equivalents

 $
 7,849,248

 $
 2,416,350

 Accounts receivable, net

 1,647,103

 2,235,666

 Other receivables

 500,252

 1,681,100

 Software

 3,962,461

 3,561,385

 Total assets

 15,768,489

 11,503,292

 Total liabilities

 2,599,461

 5,410,066

 Total stockholders' equity

 13,169,028

 6,093,226

 Cash and cash equivalents

 As of December 31, 2024, the balance of cash and cash equivalents increased
by $5,432,898 to $7,849,248, from $2,416,350 as of December 31, 2023. This increase was mainly attributable to $4,093,444 provided by
financing activities. On December 24, 2024, we completed our IPO of 2,300,000 shares of Class A common stock. Please refer to " Liquidity
and Capital Resources " for additional information.

 Accounts receivable, net

 As of December 31, 2024, the balance of accounts receivable
decreased by $588,563 to $1,647,103, from $2,235,666 as of December 31, 2023. This decrease was mainly attributable to process
improvements and the automation of our accounts receivable (AR) system. The accounts receivable turnover period for the year ended
December 31, 2024 was 29 days, representing a 13-day reduction from 42 days for the year ended December 31, 2023.

 Other receivables

 As of December 31, 2024, the balance of other receivables decreased
by $1,180,848 to $500,252, from $1,681,100 as of December 31, 2023. This decrease was mainly attributable to the collection of $1,269,595
from Deferred Administrative Surplus for the year ended December 31, 2024.

 Software

 As of December 31, 2024, the balance of software increased by $401,076
to $3,962,461, from $3,561,385 as of December 31, 2023. This increase was mainly attributable to a $927,868 investment in new software
development and a $14,349 increase in completed existing software, partially offset by a $541,141 increase in accumulated amortization
for the year ended December 31, 2024.

 Total liabilities

 As of December 31, 2024, the balance of total liabilities decreased
by $2,810,605 to $2,599,461, from $5,410,066 as of December 31, 2023. This decrease was mainly attributable to the reduction in accounts
payable and accrued expenses, resulting from a $1,650,000 payment made in January 2024 for the purchase of Deferred Administrative Surplus,
as well as the full repayment of notes payable with a $1,650,000 principal upon maturity in September 2024.

 Total stockholders' equity

 As of December 31, 2024, the balance of total stockholders' equity
increased by $7,075,802 to $13,169,028, from $6,093,226 as of December 31, 2023. This increase was mainly attributable to our net proceeds
of $5,936,836 from our IPO, after deducting offering costs, underwriting discounts and commissions. Please refer to our Consolidated Statements
of Changes in Stockholders' Equity for additional information.

 Comparison of Years Ended December 31, 2024 and 2023

 2024

 2023

 Percentage

 Revenues from underwriting modeling (ICE)

 34.1
 %

 43.0
 %

 (1,577,581
)

 (19.2
)%

 12,841,635

 65.9
 %

 10,924,650

 57.0
 %

 1,916,985

 17.5
 %

 SMR

 9,849,300

 50.5
 %

 8,085,596

 42.2
 %

 1,763,704

 21.8
 %

 HI Card

 15.4
 %

 14.8
 %

 153,281

 5.4
 %

 100.0
 %

 100.0
 %

 339,404

 1.8
 %

 Revenues increased by $0.3 million, or 1.8%, to $19.5 million
for the year ended December 31, 2024, from $19.2 million for the year ended December 31, 2023. We took a strategic approach to moderating
growth in order to achieve critical milestones.

 In the third quarter of 2024, we developed new healthcare plan products
and established a partnership with a new carrier. We began developing AI-assisted underwriting solutions for mid-sized businesses with
more than 150 employees. In the fourth quarter of 2024, we beta-tested these products for mid-sized employers, which unlocked a significant
expansion in the addressable market.

 Revenues from underwriting modeling decreased by
$1.6 million, or 19.2%, for the year ended December 31, 2024, compared to the same period in 2023. This temporary decline was
primarily due to the increased offering of A-rated insurance policies, which resulted in lower underwriting fees.

 Despite this decline, revenues from fees increased by $1.9 million,
or 17.5%, over the same period. The growth in revenues from fees was mainly attributable to the higher program fee payments for better
medical network coverage and enhanced health benefits from businesses that purchased A-rated insurance policies, which more than offset
the decline in underwriting revenues.

 Cost of revenues

 2024

 2023

 Cost of revenues

 4,051,439

 20.8
 %

 2,303,911

 12.0
 %

 1,747,528

 8.8
 %

 Cost of revenues increased by $1.7 million to $4.0 million
for the year ended December 31, 2024, from $2.3 million for the year ended December 31, 2023. As a percentage of revenue, cost of
revenues increased to 20.8% for the year ended December 31, 2024, from 12.0% for the same period in 2023. This increase was mainly
attributable to $1.4 million in higher cost for channel partner and new captive management fee and a $0.2 million increase in amortization
of software, most of which was completed in May 2023.

 The captive management activities involve third-party captive management
companies that assist us in managing relationships with unrelated carriers, their regulators, and auditor firms to ensure that our service
offerings carry minimal risk. Of the $1.4 million increase in captive management activity costs, $0.9 million was attributable to deconsolidation.
Historically, these costs were incurred by our consolidated entity and reflected as discontinued operations. These five-month costs incurred
and reflected in discontinued operations were approximately $0.9 million for the year ended December 31, 2023. The remaining increase
was attributable to adding a new captive management partner related to the new products and new channels launched in July 2024.

 Sales and marketing expenses

 2024

 2023

 Sales and marketing expenses

 3,158,257

 16.2
 %

 3,380,375

 17.7
 %

 (222,118
)

 (1.5
)%

 Sales and marketing expense decreased by 0.2 million to $3.2 million
for the year ended December 31, 2024, compared to 3.4 million for the year ended December 31, 2023. As a percentage of revenue, sales
and marketing expenses decreased to 16.2% for the year ended December 31, 2024, compared to 17.7% for the same period in 2023. This reduction
was primarily due to a $0.2 million decrease in sales promotions for products originally designed for small employers, primarily driven
by our strategic shift to diversify offerings by introducing new solutions for mid-sized employers during this period.

 General and administrative expenses

 2024

 2023

 General and administrative expenses:

 Operations division

 4,380,589

 22.5
 %

 3,262,253

 17.0
 %

 1,118,336

 5.5
 %

 Administrative division

 4,096,818

 21.0
 %

 3,740,342

 19.6
 %

 356,476

 1.4
 %

 Public company readiness costs not deemed capitalizable

 —

 —
 %

 1,076,734

 5.6
 %

 (1,076,734
)

 (5.6
)%

 Total General and administrative expenses

 8,477,407

 43.5
 %

 8,079,329

 42.2
 %

 398,078

 1.3
 %

 General and administrative expenses increased by $0.4 million
to $8.5 million for the year ended December 31, 2024, from $8.1 million for the year ended December 31, 2023. As a percentage
of revenue, general and administrative expenses increased to 43.5% for the year ended December 31, 2024, from 42.2% for the same period
in 2023.

 We bifurcate general and administrative expenses as follows:

 Administrative division — The administrative
division mainly represents payroll and benefits expenses incurred related to Executives, Human Resources, Accounting, and Finance related
personnel.

 Operations division — The operations division
mainly consists of payroll and benefits expenses incurred related to our underwriting, claims management, operations development, and enrollment
personnel.

 Public company readiness costs not deemed capitalizable — The
public company readiness costs not deemed capitalizable category relates to services provided by our services providers that while related
to our pending initial public offering, are not directly attributable to such pending initial public offering.

 The increase in general and administrative expenses for the year
ended December 31, 2024, were primarily attributable to the expansion of our administrative and operations divisions. The
growth in personnel within our in-house operational, claims, and underwriting teams was essential to supporting our expanding
customer base and the rising demand for A-rated insurance policies. Additionally, the expansion of our administrative division
enabled us to handle more tasks internally, contributing to greater operational efficiency and long-term cost optimization.

 Offsetting these increases, public company readiness costs not deemed
capitalizable decreased by approximate $1.1 million in 2024, as a significant portion of our public company preparation work was
completed in 2023.

 Research and development expenses

 2024

 2023

 Research and development expenses

 2,813,899

 14.4
 %

 2,004,796

 10.5
 %

 809,103

 3.9
 %

 Research and development expenses increased by $0.8 million to
$2.8 million for the year ended December 31, 2024, from $2.0 million for the year ended December 31, 2023. As a percentage of
revenue, research and development expenses increased to 14.4% for the year ended December 31, 2024, compared to 10.5% for the same period
in 2023. This increase was primarily attributable to the increase in personnel-related costs related to IT compliance, IT information
security and new product service research and development. We continue to prioritize investments in innovation, including developing
customized features and optimizing our system and service platforms to enhance customer convenience.

 2024

 2023

 (218,523
)

 (1.1
)%

 (945,236
)

 (4.9
)%

 726,713

 3.8
 %

 Provision for income taxes decreased by $0.7 million to $0.2 million
for the year ended December 31, 2024, from $0.9 million for the year ended December 31, 2023. This decrease was primarily attributable
to reduction in our income before tax, which resulted from higher operating expenses mainly driven by the increase in headcount to expand
our in-house departments.

 Income from discontinued operations, net of income taxes

 2024

 2023

 Income from discontinued operations, net of income taxes

 —

 —
 %

 7.7
 %

 (1,481,254
)

 (7.7
)%

 Income from discontinued operations, net of income taxes, was $1.5 million
for the year ended December 31, 2023. At the end of May 2023, our CEO, Tim Johnson, sold his ownership of a self-insurance carrier
business to an unrelated third-party. As of that date, we had no continuing significant involvement in the operations of the carrier,
and it was controlled by an independent third-party. Accordingly, the profit or loss of the self-insurance carrier business for the year
ended December 31, 2023, is presented as discontinued operations.

 2024

 2023

 2,270,745

 11.7
 %

 4,799,125

 25.1
 %

 (2,528,380
)

 (13.4
)%

 Adjusted EBITDA decreased by $2.5 million to $2.3 million
for the year ended December 31, 2024, from $4.8 million for the year ended December 31, 2023. As a percentage of revenue, adjusted
EBITDA decreased to 11.7% for the year ended December 31, 2024, from 25.1% for the same period in 2023. This decrease was primarily due
to the higher operating expenses mainly driven by the increase in experienced high caliber managers.

 Liquidity and Capital Resources

 Sources of Liquidity

 To date, we have funded our operations primarily through cash from
operating activities, short-term loans, our IPO completed in December 2024, and our issuance of Series A Convertible Preferred Stock
for $2 million to an institutional investor, which was converted in to shares of Class A Common Stock in August 2023 on
a one for one basis.

 Our cash and cash equivalents as of December 31, 2024 were held in
order to fund our working capital needs. We do not enter into investments for trading or speculative purposes. Our policy is to invest
any cash in excess of our immediate requirements in investments designed to preserve the principal balance and provide liquidity. Accordingly,
our cash and cash equivalents are invested primarily in demand deposit and money market accounts that are currently providing minimal
returns. We believe that our cash generated from our operating activities will allow for us to continue as a going concern at least twelve
months from the date of this Annual Report on Form 10-K.

 Summary of Cash Flows — Continuing Business

 2024

 2023

 Cash provided by (used in):

 Operating activities

 $
 2,176,209

 $
 1,484,527

 Investing activities

 (836,755
)

 (1,944,361
)

 Financing activities

 4,093,444

 1,388,231

 Increase in cash and cash equivalents

 $
 5,432,898

 $
 928,397

 Operating Activities

 Net cash provided by operating activities increased by
$0.7 million to $2.2 million for the year ended December 31, 2024, compared to $1.5 million for the same period in 2023,
primarily due to process improvements and the automation of our accounts receivable (AR) system. Cash provided by operating
activities for the year ended December 31, 2024, principally resulted from our income from continuing operations, net of income
taxes $0.7 million, $1.3 million in adjustments for non-cash items primarily related to amortization, amortization of debt
discount and stock-based compensation expense, and $0.2 million of cash provided by changes in working capital, including a
decrease in accounts receivable of $0.6 million, a
decrease in other receivables of $1.2 million, an increase in prepaid expenses and other current assets of $0.5 million, a
decrease in accounts payable and accrued expenses of $0.9 million and a decrease in income taxes payable of
$0.2 million.

 Cash provided by operating activities for the year ended December 31,
2023 principally resulted from our income from continuing operations, net of income taxes $2.5 million, $0.5 million in adjustments
for non-cash items primarily related to amortization and deferred tax expenses, and offset by $1.5 million of cash used to fund
changes in working capital, including an increase in accounts receivable of $1.3 million, an increase in other receivables of $1.7 million,
a decrease in due to discontinued operations of $0.7 million and an increase in accounts payable and accrued expenses of $2.1 million.

 Investing Activities

 Cash used in investing activities decreased by $1.1 million to $0.8
million for the year ended December 31, 2024, compared to $1.9 million for the year ended December 31, 2023. The primary use of cash used
in investing activities in 2024 were related to the development of our internal-use software, reflecting our continued investment in enhancing
all our technology platforms.

 Cash used in investing activities for the year ended December 31,
2023 principally resulted from the development of our internal-use software of $1.1 million and funds issued pursuant to Promissory
Note Agreement with Kang Youle Limited where HIT has entered into a lending agreement of $0.8 million.

 Financing Activities

 Net cash provided by financing activities was $4.1 million for
the year ended December 31, 2024, compared to $1.4 million for the year ended December 31, 2023. The increase was primarily driven by
$8.2 million in net proceeds from the issuance of Class A common stock in connection with our IPO. However, this was partially offset
by $2.0 million in payments of deferred offering cost and $2.1 million in repayments of notes payable.

 Net cash provided by financing activities for the year ended December 31,
2023 principally resulted from $1.7 million in proceeds from short-term loans and partially offset by $0.3 million in payments
of deferred offering costs.

 Contractual Obligations and Commitments

 Our principal commitments consist of obligations under our non-cancellable
lease for our office. The following table summarizes the contractual obligation as of December 31, 2024. Future events could cause
actual payments to differ from these estimates.

 Payment due by period

 Total

 Less than
 1 year

 1 – 3
 years

 3 – 5
 years

 More than
 5 years

 Operating lease obligation

 236,290

 83,798

 152,492

 —

 —

 Recent Accounting Pronouncements

 In November 2023, the Financial Accounting Standards Board ("FASB")
issued Accounting Standards Update ("ASU") 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment
Disclosures," which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures
about significant segment expenses. We adopted this standard effective January 1, 2024 using a retrospective method.

 We do not believe that any other recently issued but not yet effective
accounting pronouncements are expected to have a material effect on our consolidated financial statements.

 JOBS Act

 We are an emerging growth company, as defined in the Jumpstart Our
Business Startups Act of 2012, or the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised
accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies.
We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective
dates for public and private companies until the earlier of the date that we (i) are no longer an emerging growth company or (ii) affirmatively
and irrevocably opt out of the extended transition period provided in the JOBS Act. We have elected to early adopt certain new accounting
standards, as disclosed herein. As a result, these financial statements may not be comparable to companies that comply with the new or
revised accounting pronouncements as of public company effective dates.

 We will remain an emerging growth company until the earlier of (1) the
last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering, (b) in
which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated
filer, which means the market value of our Class A Common Stock that is held by non-affiliates exceeds $700 million as of the
prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during
the prior three-year period. References herein to emerging growth company will have the meaning associated with it in the JOBS Act.

 Item 7A. Quantitative and Qualitative Disclosures about Market Risk

 We are a smaller reporting company, as defined by Rule 12b-2 of the
Exchange Act and are not required to provide the information required by this Item.

 Item 8. Financial Statements and Supplementary Data

 Our financial statements required to be filed pursuant to this Item
8 appear in a separate section of this Annual Report on Form 10-K, beginning on page F-1.

 Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosures

 None.

 Item 9A. Controls and Procedures

 Evaluation of Disclosure Controls and Procedures

 Disclosure controls and procedures are controls and other procedures
designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted
under the Exchange Act is accumulated and communicated to Management, including our Chief Executive Officer and Chief Financial Officer
(together, the "Certifying Officers"), or persons performing similar functions, as appropriate, to allow timely decisions
regarding required disclosure.

 Under the supervision and with the participation of our Management,
including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls
and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded
that our disclosure controls and procedures were effective as of the end of the fiscal year ended December 31, 2024. Accordingly, Management
believes that the financial statement contained elsewhere in this Report present fairly in all material respects our financial position,
results of operations and cash flows for the period presented.

 Management's Annual Report on Internal Controls over Financial
Reporting

 This Report does not include a report of Management's assessment
regarding internal control over financial reporting or an attestation report of our registered public accounting firm due to a transition
period established by the rules of the SEC for newly public companies.

 Changes in Internal Control over Financial Reporting

 There were no changes in our internal control over financial reporting,
as defined in Rules 13a-15(f) and 15(d)-15(f) promulgated under the Securities Exchange Act of 1934, during the period ended December
31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 Item 9B. Other Information

 On March 14, 2025, the board of directors of the Company appointed
Chris Kurtenbach, who served as the Company's Senior Vice President of Operations from November 2024 to March 2025, to the position
of Chief Operating Officer, effective on March 17, 2025. For the information required by Items 401(b) and (d) of Regulation
S-K of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and for terms related to his employment agreement
with the Company, see " Part III - Item 10 —Directors, Executive Officers and Corporate Governance " of this Annual
Report on Form 10-K, the relevant portions of which are incorporated herein by reference.

 There is no arrangement or understanding between Mr. Kurtenbach and
any other person pursuant to which he was appointed as Chief Operating Officer. There are no family relationships between Mr. Kurtenbach
and any of the Company's directors, executive officers or persons nominated or chosen by the Company to become a director or executive
officer of the Company. There are no transactions between Mr. Kurtenbach and the Company that would be required to be reported under Item
404(a) of Regulation S-K of the Exchange Act.

 On March 14, 2025, the board of directors of the Company approved the
replacement of (Jonathan) Del Lockett as Chief Operating Officer with Chris Kurtenbach as disclosed above, effective March 17, 2025. Mr.
Lockett will continue to serve the Company as Chief Strategy Officer commencing on March 17, 2025. Mr. Lockett's compensation will
remain unchanged as a result of his new role as Chief Strategy Officer. This change in roles was not the result of any disagreement with
the Company on any matter relating to its operations, policies or practices.

 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections

 None.

 Item 10. Directors, Executive Officers and Corporate Governance

 Executive Officers and Directors

 The following table provides information regarding our executive officers
and directors as of March 17, 2025:

 Name

 Age

 Position

 Executive Officers

 Chief Executive Officer and Director

 Julia (LinLin) Qian

 Chief Financial Officer and Director

 Chris Kurtenbach

 Chief Operating Officer

 Jonathan (Del) Lockett

 Chief Strategy Officer

 Imran Yousuf

 Chief Technology Officer

 Dustin Plantholt

 Chief Growth Officer

 Jennifer Guerrica

 Chief Information Security Officer

 Lori Babcock

 Chief of Staff

 Board of Directors (Non-Employee)

 William D. Howard

 Chike Umemezia

 Lynn Liang

 Timothy Hayes

 Set forth below is biographical information about each of the individuals
named in the tables above:

 Executive Officers

 Mr. Johnson has served as our Chief Executive Officer and as a
member of our board of directors since our founding in 2014. Mr. Johnson has over 30 years of experience as an entrepreneur
and has founded multiple successful companies in medical insurance sectors. Mr. Johnson has extensive knowledge in stop loss insurance
and self-funded benefits space Mr. Johnson received his Master of Business Analytics from Missouri Western State College in 1988.
We believe Mr. Johnson is qualified to serve on our board of directors because he is a founder of the Company and he has significant
knowledge and experience in the insurance services industry.

 Julia (LinLin) Qian

 Ms. Qian has served as our Chief Financial Officer since September 2022
and as a member of our board of directors since April 2024. Ms. Qian's areas of responsibility include financial accounting and
capital markets. Prior to joining the Company, Ms. Qian was Managing Director at The Blueshirt Group from December 2018 to September 2022
and was Senior Vice President at Citi FinTech, Citi Group, she held various leadership roles with Citi from April 2012 to November 2018
which includes Senior VP of US retail banking and distribution, Strategy lead of Global Consumer Bank and Regional director of secured
lending Asia. Ms. Qian has over 20 years of leadership experience in global financial services, capital markets and fortune 100 companies.
Ms. Qian received her Bachelor in International Accounting from Shanghai University of Finance and Economics in 1995 and Master of Business
Administration from Shanghai Jiaotong University in 2003. We believe Ms. Qian is qualified to serve on our board of directors because
of her extensive financial accounting and capital markets experience.

 Chris Kurtenbach

 Mr. Kurtenbach has been our Chief Operating Officer since March 2025.
Mr. Kurtenbach has over 30 years of experience in operations across multiple industries and functional areas. Mr. Kurtenbach served as
Senior Vice President of Operations at Health In Tech from November 2024 to March 2025. Prior to that, he served as the VP of Service
and Operations at BCS Financial Corporation, a company that provides a wide range of insurance and financial solutions for Blue Cross
and Blue Shield organizations and commercial partners nationwide, from October 2017 to November 2024, Senior VP at LifeWatch, an ambulatory
cardiac monitoring service, from May 2016 to August 2017, and VP of Operation and VP of Business and Product Operations at AIM Specialty
Health (now Carelon Medical Benefits Management Inc.), a medical benefits management service, from June 2012 to May 2016. He has proven
track record in building high performing organizations through a "roll-up my sleeves technique," diving into the details and
understanding the strengths and weaknesses of the teams, the systems and the processes. Mr. Kurtenbach received his Bachelor of Science
in Computer Science from Olivet Nazarene University in 1987.

 Jonathan (Del) Lockett

 Mr. Lockett has been our Chief Strategy Officer since March
2025, and previously served as Chief Operating Officer from January 2022 to March 2025. He joined the company as National Sales Director in
June 2019. Mr. Lockett coordinates with Mr. Johnson to enhance sales, expand the company's capabilities, and
strengthen support systems. Prior to joining the company, Mr. Lockett was owner and operator at Sawgrass Benefit Consultant and
President and Director of Operations at Claim Doc, Inc. where he was also a member of the Board of Directors. Mr. Lockett began
his career as an entrepreneur in the financial software development industry, giving him a unique skill set and ability to operate
as a leader and subject matter expert in all of the mission critical areas of the company, including sales, operations, risk,
finance, and information technology. Mr. Lockett studied Information Technology, Accounting, Economics at Virginia Commonwealth
University from 1980 to 1983 and Business Administration at Richard Bland College, of the College of William and Mary from 1978 to
1983, but in each case did not receive a degree.

 Imran Yousuf

 Mr. Yousuf has been our Chief Technology Officer since July 2024. He
is a distinguished engineering executive, with over 10 years of strategic leadership experience. Prior to joining the company, Mr. Yousuf
served as Founder and Chief Executive Officer of risq from August 2023 to July 2024. Prior to that, he acted as Engineering Leader, Pricing
at Airbnb, Inc. from March 2023 to August 2023, Director of Engineering at Hippo Insurance Services from November 2020 to August 2023,
and as Engineering Leader at StubHub from May 2015 to February 2020. Mr. Yousuf received his MBA from the University of Illinois, Urbana-Champaign
in 2018, a Master of Science degree in Computer Science from the Georgia Institute of Technology in 2020, and four Bachelor degrees from
the University of California, Berkeley in 2016.

 Dustin Plantholt

 Mr. Plantholt has been our Chief Growth Officer since March 2025.
Mr. Plantholt has over 20 years of experience in insurance, emerging technology, and media, focusing on business growth, innovation, and
strategic leadership. Mr. Plantholt has served as Chief Executive Officer at BlockBuzz Inc., a strategy, media and partnership advisory
company, since November 2018. Previously, he served as Chief Executive Officer at Life's Tough Media from July 2019 to June 2023,
Senior Editor at Forbes Monaco from September 2021 to February 2023, Executive Vice President at Optimed Health, Inc. from September 2017
to November 2018, and Chief Sales & Marketing Officer at Evergreen Health, Inc. from October 2016 to September 2017.

 Jennifer Guerrica

 Ms. Guerrica has been our Chief Information Security Officer since
March 2025. Ms. Guerrica is an accomplished cybersecurity executive with over 20 years of experience in the field. Ms. Guerrica previously
served as the VP of Information Security & Compliance at Health In Tech from October 2022 to March 2025. Prior to that, she served
as a Security Architect at Allegiant Air, an airline focused on serving leisure traffic from small and medium-sized cities, from November
2015 to September 2022. In these roles, she gained invaluable expertise in regulatory compliance, with a particular focus on Sarbanes-Oxley
(SOX) requirements. Ms. Guerrica's deep understanding of regulatory frameworks, combined with her ability to design and implement
robust security architectures, has enabled her to safeguard complex digital environments while maintaining high standards of compliance.

 Lori Babcock

 Ms. Babcock has been our Chief of Staff since September 2022.
Ms. Babcock's areas of responsibility include staffing, account executive, and human resources. Prior to joining the company, Ms.
Babcock was the Controller at Stone Mountain Risk from August 2011 to August 2022. Ms. Babcock attended Washburn University
until 1983, but did not receive a degree.

 Non-Employee Directors

 William D. Howard

 Mr. William D. Howard has served as an independent director
since December 2024. Mr. Howard has decades of experience in the legal and insurance industry. Since 1984, Mr. Howard has served
as an attorney and a partner at Howard Law Group, a legal service provider. Mr. Howard received a Bachelor's Degree in Chemistry
and Economics from Kalamazoo College in 1981 and a Juris Doctor Degree from Washington University in 1984. We believe Mr. Howard's
extensive legal experience qualifies him to serve as our director.

 Chike Umemezia

 Mr. Chike Umemezia has served as an independent director since
December 2024. Mr. Umemezia has worked with many companies and has extensive experience in business planning, operational management
and risk control. Since November 2021, Mr. Umemezia has served as the President and a director at IIDC Pacific LLC, a real
estate investment and management company. Since 2017, Mr. Umemezia has served as the Chief Executive Officer, Managing Partner,
and a director at Ironbrand Investment Development Company, a Nigerian company specializing in real estate development and management.
From 2010 to 2017, Mr. Umemezia worked as an Executive Officer at the Ministry of Niger Delta Affairs. From 2006 to 2009, Mr. Umemezia
served as the Vice President at Julius & Joel Management Consultancy, a management consulting firm. Mr. Umemezia received
a Diploma in Computer Engineering from the University of Benin, Nigeria in 2005 and a Bachelor's Degree in Business Administration
from the University of Benin, Nigeria in 2008. We believe that Mr. Umemezia's consulting background and experience position
him to provide invaluable input to our company and qualify him to serve as our director.

 Lynn Liang

 Ms. Lynn Liang has served as an independent director since December
2024. From 2002 until the present, Ms. Liang has been employed as a senior software engineer at WEC Energy Group. In this role, Ms. Liang
led software development initiatives as a subject matter expert and primary point-of-contact for project management staff. She also worked
closely with other business analysts, development teams, and infrastructure specialists to deliver high availability solutions. Ms. Liang
received a Master of Science in Computer and Information Sciences from the University of Wisconsin — Milwaukee in 1996 and a Bachelor
of Science from Chongqing City University in 1983. We believe that Ms. Liang's background and experience in information technology
and computer software make her well qualified to serve as our director.

 Timothy Hayes

 Mr. Timothy Hayes has served as an independent director since
December 2024. Mr. Hayes worked as a senior tax manager at Deloitte and Touche from 1989 to 2008, providing tax planning, audit representation
and return preparation services to firm clients. From 1994 to 2006, Mr. Hayes was a board member of California Taxpayers Association.
From 1986 to 1989, Mr. Hayes worked as a tax auditor at California Franchise Tax Board, performing California State Franchise and
Income Tax audits of corporations and individuals. From 1985 to 1986, Mr. Hayes worked as a sales tax auditor at California State
Board of Equalization, performing California Sales Tax audits of businesses. Mr. Hayes was a Certified Public Accountant in California
until his retirement in 2014. Mr. Hayes received a Bachelor of Science Degree in Accounting from California State University, Sacramento
in 1982. We believe Mr. Hayes' extensive financial accounting and audit experience qualifies him to serve as our director.

 Family Relationships

 There are no family relationships among any of our officers or directors.

 Involvement in Certain Legal Proceedings

 To the best of our knowledge, none of our directors or executive officers
were involved in any legal proceedings described in Item 401(f) of Regulation S-K in the past ten years.

 Board Composition

 Our board of directors consists of six (6) members.

 Director Independence. Our board of directors
has determined that all members of our board of directors are independent directors, with the exception of Tim Johnson and Julia Qian,
including for purposes of the rules of Nasdaq and relevant federal securities laws and regulations.

 Term of Office. In accordance with the
terms of our Articles of Incorporation and Bylaws, at each annual meeting of the stockholders, the holders of shares of stock entitled
to vote in the election of directors will elect directors to hold office until their term expires or until the director's earlier
death, resignation, disqualification, or removal. The first two directors elected as members of the Board of Directors have an initial
three-year term, after which the terms for each of such first two directors, if reelected, will be one-year terms. All other directors
will be elected for one-year terms.

 Our Bylaws provide that the number of our directors shall be fixed
from time to time by a resolution of the majority of our board of directors, but shall not consist of more than eleven (11) directors.

 Committees of the Board of Directors

 Our board of directors establishes an audit committee, a compensation
committee and a nominating and corporate governance committee, each of which has the composition and responsibilities described below.
Each of the below committees has a written charter approved by our board of directors. Each of the committees reports to our board of
directors as such committee deems appropriate and as our board of directors may request. Copies of each charter has been posted on the
investor relations section of our website. Members serve on these committees until their resignation or until otherwise determined by
our board of directors.

 Audit Committee

 Our audit committee is comprised of William Howard, Chike Umemezia
and Timothy Hayes, with Timothy Hayes serving as chair of the committee. Our board of directors has determined that each member of the
audit committee meets the independence requirements of Rule 10A-3 under the Securities Exchange Act of 1934, as amended,
or the Exchange Act, and the applicable Nasdaq rules, and has sufficient knowledge in financial and auditing matters to serve on
the audit committee. Timothy Hayes qualifies as an audit committee financial expert under Item 407 of Regulation S-K. We
have adopted an audit committee charter, detailing the principal functions of the audit committee, including:

 assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements,
(3) our independent auditor's qualifications and independence, and (4) the performance of our internal audit function and independent
auditors; the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent
registered public accounting firm engaged by us;

 pre-approving all audit and non-audit services to be provided
by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and
procedures;

 reviewing and discussing with the independent auditors all relationships
the auditors have with us in order to evaluate their continued independence;

 setting clear policies for audit partner rotation in compliance
with applicable laws and regulations;

 obtaining and reviewing a report, at least annually, from the
independent auditors describing (1) the independent auditor's internal quality-control procedures and (2) any material
issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation
by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out
by the firm and any steps taken to deal with such issues;

 meeting to review and discuss our annual audited financial statements
and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under " Management's
Discussion and Analysis of Financial Condition and Results of Operations "; reviewing and approving any related party transaction
required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction;
and

 reviewing with management, the independent auditors, and our
legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government
agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting
policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC
or other regulatory authorities.

 Compensation Committee

 Our compensation committee is comprised of William Howard, Chike Umemezia,
Lynn Liang and Timothy Hayes, with Chike Umemezia serving as chair of the committee. Each member of this committee will be a non-employee
director, as defined by Rule 16b-3 promulgated under the Exchange Act. Our board of directors has determined that each member
of the compensation committee is "independent" as defined in the applicable Nasdaq rules. The composition of our compensation
committee meets the requirements for independence under the Nasdaq listing standards, including the applicable transition rules. We have
adopted a compensation committee charter which details the principal functions of the compensation committee, including:

 reviewing and approving on an annual basis the corporate goals
and objectives relevant to our Chief Executive Officer's compensation, evaluating our Chief Executive Officer's performance
in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on
such evaluation;

 reviewing and making recommendations to our Board of Directors
with respect to the compensation, and any incentive-compensation and equity-based plans that are subject to board approval of all of
our other officers;

 reviewing our executive compensation policies and plans;

 implementing and administering our incentive compensation equity-based
remuneration plans; assisting management in complying with our proxy statement and annual report disclosure requirements;

 approving all special perquisites, special cash payments and
other special compensation and benefit arrangements for our officers and employees; and

 producing a report on executive compensation to be included
in our annual proxy statement; and reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

 The charter also provides that the compensation committee may, in its
sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and is directly
responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice
from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence
of each such adviser, including the factors required by Nasdaq and the SEC.

 Nominating and Governance Committee

 Our nominating and governance committee is comprised of William Howard,
Chike Umemezia and Timothy Hayes, with William Howard serving as the chair of the committee. We have adopted a nominating and corporate
governance committee charter, which details the purpose and responsibilities of the nominating and corporate governance committee, including:

 identifying, screening and reviewing individuals qualified to
serve as directors, consistent with criteria approved by the Board of Directors, and recommending to the Board of Directors candidates
for nomination for election at the annual meeting of stockholders or to fill vacancies on the Board of Directors;

 developing and recommending to the Board of Directors and overseeing
implementation of our corporate governance guidelines;

 coordinating and overseeing the annual self-evaluation of the
Board of Directors, its committees, individual directors and management in the governance of the company; and

 reviewing on a regular basis our overall corporate governance
and recommending improvements as and when necessary.

 The charter also provides that the nominating and corporate governance
committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used to identify director
candidates, and is directly responsible for approving the search firm's fees and other retention terms.

 We have not formally established any specific, minimum qualifications
that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director,
the Board of Directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional
reputation, independence, wisdom, and the ability to represent the best interests of our stockholders.

 Insider Trading Policy

 We have adopted insider trading policies and procedures governing the
purchase, sale, and other dispositions of the our securities by directors, officers and employees. Such policies are reasonably designed
to promote compliance with insider trading laws, rules and regulations, and the listing standards of Nasdaq. Our insider trading policy
is filed as an exhibit to this Annual Report on Form 10-K.

 Code of Business Conduct and Ethics

 We have adopted a code of business conduct and ethics that applies
to all our employees, officers and directors, including those officers responsible for financial reporting. Our code of business conduct
and ethics is available on the investor relations section of our website. We intend to disclose any amendments to the code, or any waivers
of its requirements, on our website or in a Current Report on Form 8-K.

 Clawback Policy

 Our board of directors has adopted a clawback policy (the "Clawback
Policy") permitting the Company to seek the recoupment of incentive compensation received by any of the Company's current
and former executive officers (as determined by the board in accordance with Section 10D of the Exchange Act and the Nasdaq rules) and
such other senior executives/employees who may from time to time be deemed subject to the Clawback Policy by the board (collectively,
the "Covered Executives"). The amount to be recovered will be the excess of the incentive compensation paid to the Covered
Executive based on the erroneous data over the incentive compensation that would have been paid to the Covered Executive had it been based
on the restated results, as determined by the board. If the board cannot determine the amount of excess incentive compensation received
by the Covered Executive directly from the information in the accounting restatement, then it will make its determination based on a reasonable
estimate of the effect of the accounting restatement.

 Section 16(a) Beneficial Ownership Reporting Compliance

 Section 16(a) of the Securities Exchange Act of 1934, as amended, or
the Exchange Act, requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our
equity securities to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership
of our shares of common stock and other equity securities. These executive officers, directors, and greater than 10% beneficial owners
are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons.

 Based solely on our review of such forms furnished to us and written
representations from certain reporting persons, we believe that all filing requirements applicable to our executive officers, directors
and greater than 10% beneficial owners were filed in a timely manner.

 Item 11. Executive Compensation

 Summary Compensation Table

 The following table shows all of the compensation awarded to or earned
by or paid to our named executive officers for 2023 and 2024.

 Name and Principal Position

 Year

 Salary
 ($)

 Bonus
 ($)

 Stocks
 Award
 ($)

 Option
 Awards
 ($)

 All Other
 Compensation
 ($)

 Total
 ($)

 2024

 420,000

 46,500

 —

 —

 —

 466,500

 Chief Executive Officer

 2023

 420,000

 150,000

 108,290

 519,193

 —

 1,197,483

 Julia (Linlin) Qian

 2024

 360,000

 47,500

 —

 —

 —

 407,500

 Chief Financial Officer

 2023

 360,000

 86,000

 107,806

 502,800

 —

 1,056,606

 Imran Yousuf

 2024

 119,898

 11,500

 180,000

 180,000

 —

 491,398

 Chief Technology Officer

 2023

 —

 —

 —

 —

 —

 —

 Employment Agreements

 In July 2023, we entered into executive employment agreements
with each of senior executive officers in connection with their employment with us, the material terms of which are described below. Except
as noted below, these executive employment agreements provide for "at will" employment.

 Summary of Employment Agreement with Tim Johnson

 Under the terms of Mr. Johnson's employment agreement dated
July 27, 2023, Mr. Johnson is entitled to an annual base salary of $420,000. Mr. Johnson is eligible to receive a discretionary
annual cash bonus based on individual and company performance as determined by the Company's Board of Directors. During the term
of his employment, Mr. Johnson is eligible to participate in the Company's equity incentive plan, as determined by the Company's
board of directors or the compensation committee. Mr. Johnson is eligible to participate in regular health insurance, life insurance,
and disability insurance offered by the Company and other employee benefit plans as established by the Company, as well as reimbursement
of reasonable and pre-approved out-of-pocket business expenses incurred in the performance of services to the Company.

 In addition, in consideration of the payments and benefits provided
under his employment agreement, Mr. Johnson has agreed to certain invention assignment, confidentiality and other restrictive covenants,
including, among other things, non-competition and non-solicitation provisions that apply during the term of Mr. Johnson's
employment and for two (2) years thereafter.

 Summary of Employment Agreement with Julia (Linlin) Qian

 Under the terms of Ms. Qian's employment agreement dated July 27,
2023, Ms. Qian is entitled to an annual base salary of $360,000. The remainder of the terms of the employment agreement are substantially
the same as the terms of Mr. Johnson's employment agreement summarized above.

 Summary of Employment Agreement with Chris Kurtenbach

 Under the terms of Mr. Kurtenbach's employment
agreement dated March 17, 2025, Mr. Kurtenbach is entitled to an annual base salary of $300,000. The remainder of the terms of
the employment agreement are substantially the same as the terms of Mr. Johnson's employment agreement summarized
above.

 Summary of Employment Agreement with Jonathan (Del) Lockett

 Under the terms of Mr. Lockett's employment agreement
dated July 27, 2023, Mr. Lockett is entitled to an annual base salary of $360,000. The remainder of the terms of the employment
agreement are substantially the same as the terms of Mr. Johnson's employment agreement summarized above.

 Summary of Employment Agreement with Imran Yousuf

 Under the terms of Mr. Yousuf's employment agreement dated July
16, 2024, Mr. Yousuf is entitled to an annual base salary of $280,000. The remainder of the terms of the employment agreement are substantially
the same as the terms of Mr. Johnson's employment agreement summarized above.

 Summary of Employment Agreement with Dustin Plantholt

 Under the terms of Mr. Plantholt's employment
agreement dated March 17, 2025, Mr. Plantholt is entitled to an annual base salary of $280,000. The remainder of the terms of
the employment agreement are substantially the same as the terms of Mr. Johnson's employment agreement summarized
above.

 Summary of Employment Agreement with Jennifer Guerrica

 Under the terms of Ms. Guerrica's employment agreement
dated March 17, 2025, Ms. Guerrica is entitled to an annual base salary of $212,000. The remainder of the terms of the employment
agreement are substantially the same as the terms of Mr. Johnson's employment agreement summarized above.

 Summary of Employment Agreement with Lori Babcock

 Under the terms of Ms. Babcock's employment agreement dated July 27,
2023, Ms. Babcock is entitled to an annual base salary of $230,000. The remainder of the terms of the employment agreement are substantially
the same as the terms of Mr. Johnson's employment agreement summarized above.

 Outstanding Equity Awards as of December 31, 2024

 The following table presents the outstanding equity incentive plan
awards held by the named executive officers as of December 31, 2024.

 Option Awards (1)

 Stock Awards (1)

 Name

 Grant
 Date

 Underlying
 Unexercised
 Options
 Exercisable
 (#)

 Underlying
 Unexercised
 Options
 Unexercisable * (3)

 Option
 Exercise
 Price
 Per
 Share
 ($)*

 Option
 Expiration
 Date

 Grant
 Date

 Shares or
 Units of
 Stock that
 Have Not
 Vested*

 Market Value
 of Shares of
 Units of Stock
 that Have Not
 Vested
 ($) (2)

 7/1/2023

 126,297

 608,410

 0.71

 7/1/2028

 7/1/2023

 120,090

 84,864

 Julia (Linlin) Qian

 7/1/2023

 103,100

 608,410

 0.71

 7/1/2028

 7/1/2023

 120,090

 84,864

 Imran Yousuf

 8/6/2024

 —

 100,000

 1.80

 8/6/2029

 8/6/2024

 100,000

 180,000

 *
 Shares and per share data are presented on a retroactive basis
to reflect the effects of the stock split at a 1.5-for-1 ratio effected on June 4, 2024.

 (1)
 All of the awards were granted under the 2022 Plan, the terms
of which are described below under "— 2022 Equity Incentive Plan."

 (2)
 These shares of restricted stock have vesting conditions that
require a certain duration of services from the grantee since our initial public offering, and were each granted at no monetary consideration
at fair values of $0.71 and $1.80 per share of restricted stock granted on July 1, 2023 and August 6, 2024, respectively.

 (3)
 These shares of option have vesting conditions that require
a certain duration of services from the grantee after our initial public offering.

 2022 Equity Incentive Plan

 On June 4, 2024, we effected a 1.5-for-1 stock split of our common
stock. All share, restricted stock, stock options and per share information throughout this Annual Report on Form 10-K has been retroactively
adjusted to reflect the stock split. The shares of common stock retain a par value of $0.001 per share.

 On December 21, 2022, we adopted and approved the Health in Tech
Equity Incentive Plan (the "2022 Plan"), which provided for the issuance of 4,501,683 shares of our Class A Common Stock
for purposes of attracting, retaining, and motivating key employees, directors, and consultants. The 2022 Plan provided for the grant
of incentive stock options, nonqualified stock options, restricted stock and restricted stock units. As of the date of this Annual Report
on Form 10-K, we have granted an aggregate of 1,145,182 shares of restricted stock and 2,320,505 options to various key employees, directors,
and consultants under the 2022 Plan. Upon the consummation of our initial public offering on December 24, 2024, the 2024 Equity Incentive
Plan (the "2024 Plan") went into effect. The terms of the 2022 Plan continue to govern the 1,145,182 shares of restricted
stock and 2,320,505 options outstanding in the plan as of December 31, 2024. There are no shares reserved for future issuance in the 2022
Plan.

 2024 Equity Incentive Plan

 Our board of directors and stockholders have adopted and approved the
2024 Plan. The 2024 Plan is a comprehensive incentive compensation plan under which we can grant equity-based and other incentive awards
to our officers, employees, directors, consultants and advisers. The purpose of the 2024 Plan is to help us attract, motivate and retain
such persons with awards under the 2024 Plan and thereby enhance shareholder value.

 Administration. The 2024 Plan is administered
by the compensation committee of the board, which consists of three members of the board, each of whom is a "non-employee director"
within the meaning of Rule 16b-3 promulgated under the Exchange Act and "independent" for purposes of any applicable
listing requirements. If a member of the compensation committee is eligible to receive an award under the 2024 Plan, such compensation
committee member shall have no authority under the plan with respect to his or her own award. Among other things, the compensation committee
has complete discretion, subject to the express limits of the 2024 Plan, to determine the directors, employees and nonemployee consultants
to be granted an award, the type of award to be granted the terms and conditions of the award, the form of payment to be made and/or the
number of shares of Class A Common Stock subject to each award, the exercise price of each option and base price of each stock appreciation
right ("SAR"), the term of each award, the vesting schedule for an award, whether to accelerate vesting, the value of the
Class A Common Stock underlying the award, and the required withholding, if any. The compensation committee may amend, modify or
terminate any outstanding award, provided that the participant's consent to such action is required if the action would impair the
participant's rights or entitlements with respect to that award. The compensation committee is also authorized to construe the award
agreements, and may prescribe rules relating to the 2024 Plan. Notwithstanding the foregoing, the compensation committee does not have
any authority to grant or modify an award under the 2024 Plan with terms or conditions that would cause the grant, vesting or exercise
thereof to be considered nonqualified "deferred compensation" subject to Code Section 409A, unless such award is structured
to be exempt from or comply with all requirements of Code Section 409A.

 Grant of Awards; Shares Available for
Awards. The 2024 Plan provides for the grant of stock options, SARs, performance share awards,
performance unit awards, distribution equivalent right awards, restricted stock awards, restricted stock unit awards and
unrestricted stock awards to directors, officers, employees and nonemployee consultants of Health In Tech, Inc. or its affiliates.
The aggregate number of shares of Class A Common Stock reserved and available for grant and issuance under the 2024 Plan is
7,677,849. No more than 4,501,683 shares of Class A Common Stock in the aggregate may be issued under the 2024 Plan in
connection with incentive stock options. Shares shall be deemed to have been issued under the 2024 Plan solely to the extent
actually issued and delivered pursuant to an award. If any award granted under the 2024 Plan expires, is cancelled, or terminates
unexercised or is forfeited, the number of shares subject thereto is again available for grant under the 2024 Plan. The 2024 Plan
shall continue in effect, unless sooner terminated, until the tenth (10 th) anniversary of the date on which it is adopted
by the board of directors. The board of directors in its discretion may terminate the 2024 Plan at any time with respect to any
shares for which awards have not theretofore been granted; provided, however, that the 2024 Plan's termination shall not
materially and adversely impair the rights of a holder, without the consent of the holder, with respect to any award previously
granted.

 Future new hires and additional non-employee directors and/or consultants
would be eligible to participate in the 2024 Plan as well. The number of stock options and/or shares of restricted stock to be granted
to executives and directors cannot be determined at this time as the grant of stock options and/or shares of restricted stock is dependent
upon various factors such as hiring requirements and job performance.

 Stock Options. The 2024 Plan provides
for either "incentive stock options" ("ISOs"), which are intended to meet the requirements for special federal
income tax treatment under Section 422 of the Code, or "nonqualified stock options" ("NQSOs"). Stock options
may be granted on such terms and conditions as the compensation committee may determine, which shall be specified in the option agreement;
provided, however, that the per share exercise price under a stock option may not be less than the fair market value of a share of Class A
Common Stock on the date of grant and the term of the stock option may not exceed 10 years (110% of such value and five years
in the case of an ISO granted to an employee who owns (or is deemed to own) more than 10% of the total combined voting power of all classes
of capital stock of our Company or a parent or subsidiary of our Company). ISOs may only be granted to employees. In addition, the aggregate
fair market value of Class A Common Stock covered by one or more ISOs (determined at the time of grant), which are exercisable for
the first time by an employee during any calendar year may not exceed $100,000. Any excess is treated as a NQSO.

 Stock Appreciation Rights. A SAR
entitles the participant, upon exercise, to receive an amount, in cash or stock or a combination thereof, equal to the increase in
the fair market value of the underlying Class A Common Stock between the date of grant and the date of exercise. The
compensation committee shall set forth in the applicable SAR award agreement the terms and conditions of the SAR, including the base
value for the SAR (which shall not be less than the fair market value of a share on the date of grant), the number of shares subject
to the SAR and the period during which the SAR may be exercised and any other special rules and/or
requirements which the compensation committee imposes on the SAR. No SAR shall be exercisable after the expiration of ten (10) years
from the date of grant. SARs may be granted in tandem with, or independently of, stock options granted under the 2024 Plan. A SAR
granted in tandem with a stock option (i) is exercisable only at such times, and to the extent, that the related stock option is
exercisable in accordance with the procedure for exercise of the related stock option; (ii) terminates upon termination or exercise
of the related stock option (likewise, the Class A Common Stock option granted in tandem with a SAR terminates upon exercise of the
SAR); (iii) is transferable only with the related stock option; and (iv) if the related stock option is an ISO, may be exercised
only when the value of the stock subject to the stock option exceeds the exercise price of the stock option. A SAR that is not granted
in tandem with a stock option is exercisable at such times as the compensation committee may specify.

 Performance Shares and Performance Unit Awards. Performance
share and performance unit awards entitle the participant to receive cash or shares of Class A Common Stock upon the attainment of
specified performance goals. In the case of performance units, the right to acquire the units is denominated in cash values. The compensation
committee shall set forth in the applicable award agreement the performance goals and objectives and the period of time to which such
goals and objectives shall apply. If such goals and objectives are achieved, such distribution of shares, or payment in cash, as the case
may be, shall be made no later than by the fifteenth (15 th) day of the third (3 rd) calendar month next following
the end of the Company's fiscal year to which such performance goals and objectives relate, unless otherwise structured to comply
with Code Section 409A.

 Distribution Equivalent Right
Awards. A distribution equivalent right award entitles the participant to receive bookkeeping credits,
cash payments and/or Class A Common Stock distributions equal in amount to the distributions that would have been made to the
participant had the participant held a specified number of shares of Class A Common Stock during the period the participant
held the distribution equivalent right. A distribution equivalent right may be awarded as a component of another award (but not an
option or SAR award) under the 2024 Plan, where, if so awarded, such distribution equivalent right will expire or be forfeited by
the participant under the same conditions as under such other award. The compensation committee shall set forth in the applicable
distribution equivalent rights award agreement the terms and conditions, if any, including whether the holder is to receive credits
currently in cash, is to have such credits reinvested (at fair market value determined as of the date of reinvestment) in additional
Class A Common Stock shares, or is to be entitled to choose among such alternatives.

 Restricted Stock Awards. A restricted
stock award is a grant or sale of Class A Common Stock to the holder, subject to such restrictions on transferability, risk of forfeiture
and other restrictions, if any, as the compensation committee or the board of directors may impose, which restrictions may lapse separately
or in combination at such times, under such circumstances (including based on achievement of performance goals and/or future service requirements),
in such instalments or otherwise, as the compensation committee or the board of directors may determine at the date of grant or purchase
or thereafter. If provided for under the restricted stock award agreement, a participant who is granted or has purchased restricted stock
shall have all of the rights of a shareholder, including the right to vote the restricted stock and the right to receive dividends thereon
(subject to any mandatory reinvestment or other requirement imposed by the compensation committee or the board of directors or in the
award agreement). During the restricted period applicable to the restricted stock, subject to certain exceptions, the restricted stock
may not be sold, transferred, pledged, exchanged, hypothecated, or otherwise disposed of by the participant.

 Restricted Stock Unit Awards. A restricted
stock unit award provides for a grant of shares or a cash payment to be made to the holder upon the satisfaction of predetermined individual
service-related vesting requirements, based on the number of units awarded to the holder. The compensation committee shall set forth in
the applicable restricted stock unit award agreement the individual service-based vesting requirements which the holder would be required
to satisfy before the holder would become entitled to payment and the number of units awarded to the holder. The holder of a restricted
stock unit shall be entitled to receive a cash payment equal to the fair market value of an ordinary share, or one ordinary share, as
determined in the sole discretion of the compensation committee and as set forth in the restricted stock unit award agreement, for each
restricted stock unit subject to such restricted stock unit award, if and to the extent the holder satisfies the applicable vesting requirements.
Such payment or distribution shall be made no later than by the fifteenth (15 th) day of the third (3 rd) calendar
month next following the end of the calendar year in which the restricted stock unit first becomes vested, unless otherwise structured
to comply with Code Section 409A. A restricted stock unit shall not constitute an equity interest in the Company and shall not
entitle the Holder to voting rights, dividends or any other rights associated with ownership of Shares prior to the time the Holder shall
receive a distribution of Shares.

 Unrestricted Stock Awards. An unrestricted
stock award is a grant or sale of shares of our Class A Common Stock to the employees, non-employee directors or non-employee consultants
that are not subject to transfer, forfeiture or other restrictions, in consideration for past services rendered to the Company or an affiliate
or for other valid consideration.

 Change-in-Control Provisions. The
compensation committee may, in its sole discretion, at the time an award is granted or at any time prior to, coincident with or
after the time of a change in control, cause any award either (i) to be cancelled in consideration of a payment in cash or
other consideration in amount per share equal to the excess, if any, of the price or implied price per share of Class A Common
Stock in the change in control over the per share exercise, base or purchase price of such award, which may be paid immediately or
over the vesting schedule of the award; (ii) to be assumed, or new rights substituted therefore, by the surviving corporation
or a parent or subsidiary of such surviving corporation following such change in control; (iii) accelerate any time periods, or
waive any other conditions, relating to the vesting, exercise, payment or distribution of an award so that any award to a holder
whose employment has been terminated as a result of a change in control may be vested, exercised, paid or distributed in full on or
before a date fixed by the compensation committee; (iv) to be purchased from a holder whose employment has been terminated as a
result of a change of control, upon the holder's request, for an amount of cash equal to the amount that could have been
obtained upon the exercise, payment or distribution of such rights had such award been currently exercisable or payable; or
(v) terminate any then outstanding award or make any other adjustment to the awards then outstanding as the compensation
committee deems necessary or appropriate to reflect such transaction or change. The number of shares subject to any award shall be
rounded to the nearest whole number.

 Amendment and Termination. The compensation
committee may adopt, amend and rescind rules relating to the administration of the 2024 Plan, and amend, suspend or terminate the 2024
Plan, but no such amendment or termination will be made that materially and adversely impairs the rights of any participant with respect
to any award received thereby under the 2024 Plan without the participant's consent, other than amendments that are necessary to
permit the granting of awards in compliance with applicable laws.

 Certain U.S. Federal Income Tax Consequences of the Plan

 The following is a general summary of certain U.S. federal income
tax consequences under current tax law to the Company (to the extent it is subject to U.S. federal income taxation on its net income)
and to participants in the Plan who are individual citizens or residents of the United States for federal income tax purposes ("U.S. Participants")
of stock options which are ISOs, or stock options which are NQSOs, unrestricted stock, restricted stock, restricted stock units, performance
stock, performance units, SARs, and dividend equivalent rights. This summary does not purport to cover all of the special rules that may
apply, including special rules relating to limitations on our ability to deduct certain compensation, special rules relating to deferred
compensation, golden parachutes, U.S. Participants subject to Section 16(b) of the Exchange Act or the exercise of
a stock option with previously-acquired Class A Common Stock shares. This summary assumes that U.S. Participants will hold their
Class A Common Stock shares as capital assets within the meaning of Section 1221 of the Code. In addition, this summary does
not address the foreign, state or local or other tax consequences, or any U.S. federal non-income tax consequences, inherent in the
acquisition, ownership, vesting, exercise, termination or disposition of an award under the Plan, or Class A Common Stock shares
issued pursuant thereto. Participants are urged to consult with their own tax advisors concerning the tax consequences to them of an award
under the Plan or Class A Common Stock shares issued thereunder pursuant to the Plan.

 A U.S. Participant generally does not recognize taxable income
upon the grant of a NQSO if structured to be exempt from or comply with Code Section 409A. Upon the exercise of a NQSO, the
U.S. Participant generally recognizes ordinary compensation income in an amount equal to the excess, if any, of the fair market value
of the Class A Common Stock shares acquired on the date of exercise over the exercise price thereof, and the Company generally will
be entitled to a deduction for such amount at that time. If the U.S. Participant later sells Class A Common Stock shares acquired
pursuant to the exercise of a NQSO, the U.S. Participant recognizes a long-term or short-term capital gain or loss, depending on
the period for which the Class A Common Stock shares were held. A long-term capital gain is generally subject to more favorable tax
treatment than ordinary income or a short-term capital gain. The deductibility of capital losses is subject to certain limitations.

 A U.S. Participant generally does not recognize taxable income
upon the grant or, except for purposes of the U.S. alternative minimum tax ("AMT") the exercise, of an ISO. For
purposes of the AMT, which is payable to the extent it exceeds the U.S. Participant's regular income tax, upon the exercise
of an ISO, the excess of the fair market value of the Class A Common Stock shares subject to the ISO over the exercise price is a
preference item for AMT purposes. If the U.S. Participant disposes of the Class A
Common Stick shares acquired pursuant to the exercise of an ISO more than two years after the date of grant and more than one year
after the transfer of the Class A Common Stock shares to the U.S. Participant, the U.S. Participant generally recognizes
a long-term capital gain or loss, and the Company will not be entitled to a deduction. However, if the U.S. Participant disposes
of such Class A Common Stock shares prior to the end of either of the required holding periods, the U.S. Participant will have
ordinary compensation income equal to the excess (if any) of the fair market value of such shares on the date of exercise (or, if less,
the amount realized on the disposition of such shares) over the exercise price paid for such shares, and the Company generally will be
entitled to deduct such amount.

 A U.S. Participant generally does not recognize income upon the
grant of a SAR. The U.S. Participant recognizes ordinary compensation income upon exercise of the SAR equal to the increase
in the value of the underlying shares, and the Company generally will be entitled to a deduction for such amount.

 A U.S. Participant generally does not recognize income on the
receipt of a performance stock award, performance unit award, restricted stock unit award, unrestricted stock award or dividend equivalent
rights award until a cash payment or a distribution of Class A Common Stock shares is received thereunder. At such time, the U.S. Participant
recognizes ordinary compensation income equal to the excess, if any, of the fair market value of the Class A Common Stock shares
or the amount of cash received over any amount paid therefor, and the Company generally will be entitled to deduct such amount at such
time.

 A U.S. Participant who receives a restricted stock award generally
recognizes ordinary compensation income equal to the excess, if any, of the fair market value of such Class A Common Stock shares
at the time the restriction lapses over any amount paid for the Class A Common Stock shares. Alternatively, the U.S. Participant
may make an election under Section 83(b) of the Code to be taxed on the fair market value of such Class A Common Stock
shares at the time of grant. The Company generally will be entitled to a deduction at the same time and in the same amount as the income
that is required to be included by the U.S. Participant.

 Compensation Committee Interlocks and Insider Participation

 None of the members of our compensation committee has at any time during
the past fiscal year been one of our officers or employees. None of our executive officers currently serves, or in the past fiscal
year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers
serving on our board of directors or compensation committee. For a description of transactions between us and members of our compensation
committee and affiliates of such members, see the section titled " Certain Relationships and Related Party Transactions ".

 10b5-1 Plan

 Our directors and executive officers may adopt written plans, known
as Rule 10b5-1 plans, in which they will contract with a broker to buy or sell shares of our Class A Common Stock on a periodic
basis. Under a Rule 10b5-1 plan, a broker executes trades pursuant to parameters established by the director or officer when entering
into the plan, without further direction from the director or officer. The director or officer may amend or terminate the plan in limited
circumstances. Our directors and executive officers may also buy or sell additional shares of our Class A Common Stock outside of
a Rule 10b5-1 plan when they are not in possession of material, nonpublic information.

 Limitations of Liability and Indemnification Matters

 Nevada law provides that our directors and officers will not be personally
liable to us, our stockholders or our creditors for monetary damages for any act or omission of a director or officer other than in circumstances
where the director or officer breaches his or her fiduciary duty to us or our stockholders and such breach involves intentional misconduct,
fraud or a knowing violation of law and the trier of fact determines that the presumption that he or she acted in good faith, on an informed
basis and with a view to the interests of the corporation has been rebutted. Nevada law allows the Articles of Incorporation of a corporation
to provide for greater liability of the corporation's directors and officers. Our Articles of Incorporation do not provide for greater
liability of our officers and directors than is provided under Nevada law.

 Nevada law allows a corporation to indemnify officers and
directors for actions pursuant to which a director or officer either would not be liable pursuant to the limitation of liability
provisions of Nevada law or where he or she acted in good faith and in a manner which he or she reasonably believed to be in or not
opposed to our best interests, and, in the case of an action not by or in the right of the corporation and with respect to any
criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. Our Articles of Incorporation and Bylaws
provide indemnification for our directors, officers, employees, and agents to the fullest extent permitted by Nevada law. We have
entered into indemnification agreements with each of our directors and executive officers that may, in some cases, be broader than
the specific indemnification provisions contained under Nevada law. The indemnification agreements require us, among other things,
to indemnify our directors against certain liabilities that may arise by reason of their status or service as directors and to
advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified. In addition, as permitted
by Nevada law, our Articles of Incorporation include provisions that eliminate the
personal liability of our directors for monetary damages resulting from certain breaches of fiduciary duties as a director. The effect
of these provisions is to restrict our rights and the rights of our stockholders in derivative suits to recover monetary damages against
a director for breach of fiduciary duties as a director, except that a director will be personally liable for acts or omissions not in
good faith or in a manner which he or she did not reasonably believe to be in or not opposed to the best interest of the corporation if,
subject to certain exceptions, the act or failure to act constituted a breach of fiduciary duty and such breach involved intentional misconduct,
fraud or knowing violations of law.

 We are also expressly authorized to carry directors' and officers'
insurance to protect our directors, officers, employees and agents against certain liabilities.

 The limitation of liability and indemnification provisions under Nevada
law and in our Articles of Incorporation and Bylaws may discourage stockholders from bringing a lawsuit against directors for breach of
their fiduciary duties. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors
and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. However, these provisions do
not limit or eliminate our rights, or those of any stockholder, to seek non-monetary relief such as injunction or rescission in the event
of a breach of a director's fiduciary duties. Moreover, the provisions do not alter the liability of directors under the federal
securities laws. In addition, your investment may be adversely affected to the extent that, in a class action or direct suit, we pay the
costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

 Non-Employee Director Compensation

 Our policy with respect to the compensation payable to our non-employee
directors provides that each non-employee director will be eligible to receive compensation for his or her service consisting of cash
and equity awards, including an annual board retainer of $120,000 with $40,000 in cash and $80,000 in the form of stock options vesting
after one year of service. Chairs of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committees will
receive $20,000, $10,000 and $10,000 per year, respectively. We intend to pay cash retainer and committee fees at the end of each quarter
and grant equity awards at each annual meeting for continuing directors. Equity grants are prorated for new directors from date of appointment
until the next annual meeting.

 Directors may be reimbursed for travel, food, lodging and other expenses
directly related to their service as directors. Directors will also be entitled to the protection provided by their indemnification agreements
and the indemnification provisions in our Articles of Incorporation and Bylaws.

 No compensation was paid to our non-employee directors during the fiscal
year ended December 31, 2024.

 Granting of Certain Equity Awards Close in Time to the Release of
Material Nonpublic Information

 Equity awards are discretionary and are generally granted to our named
executive officers and our employees on an ad hoc basis after approval of our board of directors, and after our initial public offering,
by the compensation committee. We intend to grant equity awards at each annual meeting for continuing directors. Equity grants will be
prorated for new directors from date of appointment until the next annual meeting. Our compensation committee did not take material nonpublic
information into account when determining the timing and terms of equity awards in 2024, and we do not time the disclosure of material
nonpublic information for the purpose of affecting the value of executive compensation.

 Compensation Committee Report

 The compensation committee of the Board has furnished the following
report during the year ended December 31, 2024. The report is not deemed to be "soliciting material" or "filed"
with the SEC or subject to the SEC's proxy rules or to the liabilities of Section 18 of the Exchange Act, and the report shall not
be deemed to be incorporated by reference into any prior or subsequent filing under the Securities Act of 1933, as amended (the "Securities
Act") or the Exchange Act except to the extent that the Company specifically incorporates it by reference into any such filing.

 To the Directors of Health In Tech, Inc.:

 We have reviewed and discussed the "Compensation Discussion and
Analysis" required by Item 402(b) of Regulation S-K of the Securities Exchange Act of 1934, as amended, with management.

 Based on the review and discussions described above, we recommended
to the Board of Directors of Health In Tech, Inc. (the "Company") that the "Compensation Discussion and Analysis"
be included in the Company's Annual Report on Form 10-K.

 Compensation Committee

 Chike Umemezia (Chair)

 William Howard

 Lynn Liang

 Timothy Hayes

 Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters

 The following table sets forth information as of the date of March
17, 2025 regarding the beneficial ownership of our voting securities by:

 each person who is known by us, based solely on a review
of public filings that is the beneficial owner of more than 5% of any class of our outstanding voting securities;

 each of our named executive officers and directors; and

 all our executive officers and directors as a group.

 The percentage ownership information shown in the table is based upon
43,514,540 shares of Class A Common Stock, including 42,914,870 shares of Class A Common Stock outstanding, 599,670 shares
of restricted stock outstanding, and 11,700,000 shares of Class B Common Stock.

 Beneficial ownership is determined in accordance with the rules of
the SEC and includes voting or investment power with respect to the securities. Except as otherwise indicated, each person or entity named
in the table has sole voting and investment power with respect to all shares of our capital shown as beneficially owned, subject to applicable
community property laws.

 In computing the number and percentage of shares beneficially owned
by a person as of a particular date, shares that may be acquired by such person (for example, upon the exercise of options or warrants)
within 60 days of such date are counted as outstanding, while these shares are not counted as outstanding for computing the percentage
ownership of any other person.

 The address of each holder listed below, except as otherwise indicated,
is c/o Health In Tech, Inc., 701 S. Colorado Ave, Suite 1, Stuart, FL 34994.

 Name and Address of Beneficial Owner (1)

 Shares of
 Class A
 Stock**

 % of
 Class A
 Stock

 Shares of
 Class B
 Stock** (2)

 % of
 Class B
 Stock

 % of
 Total
 Voting
 Power

 Tim Johnson (3)

 22,576,214

 51.72
 %

 9,000,000

 76.92
 %

 70.07
 %

 Julia (LinLin) Qian (4)

 8,138,831

 18.65
 %

 2,700,000

 23.08
 %

 21.88
 %

 Chris Kurtenbach (5)

 10,000

 *

 —

 —

 *

 Jonathan (Del) Lockett (6)

 159,997

 *

 —

 —

 *

 Imran Yousuf (7)

 100,000

 *

 —

 —

 *

 Dustin
Plantholt

 —

 —

 —

 —

 —

 Jennifer Guerrica (8)

 45,500

 *

 —

 —

 *

 Lori Babcock (9)

 122,595

 *

 —

 —

 *

 William D. Howard

 —

 —

 —

 —

 —

 Chike Umemezia

 —

 —

 —

 —

 —

 Lynn Liang

 —

 —

 —

 —

 —

 Timothy Hayes

 —

 —

 —

 —

 —

 All directors and executive officers as a group (12 individuals)

 31,153,137

 71.37
 %

 11,700,000

 100.00
 %

 92.23
 %

 *
 Less than 1%.

 **
 Shares and per share data are presented on a retroactive
basis to reflect the effects of the stock split at a 1.5-for-1 ratio effected on June 4, 2024.

 (1)
 The address of each holder listed above, except as otherwise
indicated, is c/o Health In Tech, Inc., 701 S. Colorado Ave, Suite 1, Stuart, FL 34994. Beneficial ownership is determined
in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. In accordance with
SEC rules, shares of common stock issuable upon the exercise of options or warrants which are currently exercisable or which become exercisable
within 60 days following the date of the information in this table are deemed to be beneficially owned by, and outstanding with
respect to, the holder of such option or warrant. Subject to community property laws where applicable, to our knowledge, each person
listed is believed to have sole voting and investment power with respect to all shares of common stock owned by such person.

 (2)
 Each share of Class B Common Stock is entitled to ten
votes and is convertible at any time into one share of Class A Common Stock.

 (3)

 Includes 120,090 shares of restricted stock and 140,473 shares underlying stock options. Excludes 594,234 shares underlying stock options that vest after 60 days following the date hereof.

 (4)

 Includes 120,090 shares of restricted stock and 117,276 shares underlying stock options. Excludes 594,234 shares underlying stock options that vest after 60 days following the date hereof.

 (5)

 Includes 10,000 shares of restricted stock.

 (6)

 Includes 35,140 shares of restricted stock and 73,458 shares underlying stock options. Excludes 91,627 shares underlying stock options that vest after 60 days following the date hereof.

 (7)

 Includes 100,000 shares of restricted stock. Excludes 100,000 shares underlying stock options that vest after 60 days following the date hereof.

 (8)

 Includes 19,000 shares of restricted stock and 17,000 shares underlying stock options. Excludes 22,000 shares underlying stock options that vest after 60 days following the date hereof.

 (9)

 Includes 37,950 shares of restricted stock and 55,417 shares underlying stock options. Excludes 120,106 shares underlying stock options that vest after 60 days following the date hereof.

 Equity Compensation Plan Information

 The following table summarizes information about the Company's
equity compensation plans as of December 31, 2024. All outstanding awards relate to the Company's Class A common stock. Shares issued
under all of the following plans may be from the Company's treasury, newly issued or both.

 Plan Category

 Number of Securities
 to be Issued Upon
 Exercise of

 Outstanding
 Options and Rights(A)

 Weighted-Average
 Exercise

Price of
 Outstanding Options
 and
 Rights

 Remaining Available for

Future

Issuance
 Under Equity

 Compensation
 Plans (Excluding
 Securities Reflected in
 Column(A))

 Equity compensation plans approved by security holders. (1)

 2,320,505

 (2
)

 $
 0.76

 7,677,849

 (3
)

 (1)
 The equity compensation plans approved by stockholders consist
of our 2022 Plan and 2024 Plan.

 (2)
 Excludes 599,670 shares restricted stocks that have vesting
conditions that require a certain duration of services from the grantee since our initial public offering, and were each granted at no
monetary consideration at fair values of $0.71, $1.80 and $4.00 per share of restricted stock granted on July 1, 2023, August 6,
2024 and November 22, 2024, respectively.

 (3)
 Consists of shares available for future issuance under the
2024 Plan.

 Item 13. Certain Relationships and Related Transactions, and Director
Independence

 The following includes a summary of transactions since January 1,
2023, to which we have been a party in which the amount involved exceeded or will exceed the lesser of $120,000 or one percent of the
average of our total assets as of December 31, 2024 and 2023, and in which any of our directors, executive officers or, to our knowledge,
beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will
have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements,
which are described under "Executive and Director Compensation."

 Related Party Agreements

 Related Party Transaction

 In 2023, the Company received $18,242 from the related party, which
was the advanced expense payment made for the related party in 2022. The amount due from the related party was $0 as of December 31, 2024
and 2023.

 Services Agreements with Roscommon

 Roscommon and Roscommon Captive Management LLC, a self-insurance carrier
business previously owned by our Chief Executive Officer, Mr. Tim Johnson, and which was sold to an unrelated party at the end of May
2023, provided various self-insurance services to the Company's clients, amounting to approximately $940,915 in services fees through
May 31, 2023.

 Policies and Procedures for Related Person Transactions

 Our board of directors have adopted a written related person transaction
policy setting forth the policies and procedures for the review and approval or ratification by our audit committee of related person
transactions. This policy covers, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act,
any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we were or
are to be a participant, where the amount involved exceeds the lesser of $120,000 in any fiscal year or one percent of the average of
our total assets as of the two previous fiscal years and a related person had, has or will have a direct or indirect material interest,
including without limitation, purchases of goods or services by or from the related person or entities in which the related person has
a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person. In reviewing and approving any
such transactions, our audit committee is tasked to consider all relevant facts and circumstances, including, but not limited to, whether
the transaction is on terms comparable to those that could be obtained in an arm's length transaction and the extent of the related
person's interest in the transaction. All of the transactions described in this section occurred prior to the adoption of this policy.

 Indemnification Agreements

 We entered into indemnification agreements with each of our executive
officers and directors in December 2024. The indemnification agreements provide the executive officers and directors with contractual
rights to indemnification, expense advancement and reimbursement, to the fullest extent permitted under Nevada law, subject to certain
exceptions contained in those agreements.

 Item 14. Principal Accounting Fees and Services

 The following table sets forth the fees billed by Malone Bailey, our
registered independent public accounting firms, for 2024 and 2023 for the categories of services indicated.

 2024

 2023

 Audit fees

 $
 611,717

 $
 645,660

 Tax Fees

 —

 —

 All Other Fees

 —

 —

 Total All Fees

 $
 611,717

 $
 645,660

 Audit fees consist of fees related to professional services rendered
in connection with the audit of our annual financial statements, review of our quarterly financial statements and review of our registration
statement on Form S-1 relating to our initial public offering.

 Audit Committee Pre-Approval Policies

 The audit committee of our Board is directly responsible for the appointment,
retention and termination, and for determining the compensation, of our independent registered public accounting firm. The audit committee
pre-approves all auditing services and the terms thereof and non-audit services (other than non-audit services prohibited under Section
10A(g) of the Exchange Act or the applicable rules of the SEC or the PCAOB), except that pre-approval is not required for the provision
of non-audit services if the "de minimis" provisions of Section 10A(i)(1)(B) of the Exchange Act are satisfied. The audit committee
may delegate to the chairperson of the Audit Committee the authority to grant pre-approvals for audit and non-audit services, provided
such approvals are presented to the audit committee at its next scheduled meeting. All services provided Malone Bailey during fiscal year
2024 were pre-approved by the audit committee in accordance with the pre-approval policy described above.

 Item 15. Exhibits, Financial Statement Schedules

 (1) Financial Statements

 Page

 Report of Independent Registered Public Accounting Firm (PCAOB ID: 206)

 Consolidated Financial Statements:

 Consolidated Balance Sheets as of December 31, 2024 and 2023

 Consolidated Statements of Operations for the years ended December 31, 2024 and 2023

 Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders' Equity for the years ended December 31, 2024 and 2023

 Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023

 (2) Financial Statement Schedules

 See index to financial statements on page F-1. All schedules have been
omitted because they are not required or are not applicable.

 (3) Exhibits

 Exhibit

Number

 Description
of Document

 3.1*

 Second Amended and Restated Articles of Incorporation of Health In Tech, Inc.

 3.2(1)

 Third Amended and Restated Bylaws of Health In Tech, Inc.

 4.1*

 Description of Securities

 10.1+(2)

 Employment Agreement between Health In Tech, Inc. and Tim Johnson dated July 27, 2023.

 10.2+(2)

 Employment Agreement between Health In Tech, Inc. and Linlin Qian dated July 27, 2023.

 10.3+*

 Employment
 Agreement between Health In Tech, Inc. and Chris Kurtenbach dated March 17, 2025.

 10.4+(2)

 Employment Agreement between Health In Tech, Inc. and Jonathan (Del) Lockett dated July 27, 2023.

 10.5+(2)

 Employment Agreement between Health In Tech, Inc. and Lori Babcock dated July 27, 2023.

 10.6+(2)

 Employment Agreement between Health In Tech, Inc. and Imran Yousuf dated July 16, 2024.

 10.7+(3)

 Form of Indemnification Agreement between the Company and each of its directors and executive officers.

 10.8+(2)

 Health In Tech, Inc. 2024 Equity Incentive Plan.

 10.9+(2)

 Form of Restricted Stock Purchase Agreement.

 10.10+(4)

 Health in Tech Equity Incentive Plan, as amended.

 10.11(4)

 Form of Lock-Up Agreement.

 10.12(3)

 Underwriting Agreement dated as of December 20, 2024 between the Company and American Trust Investment Services, Inc.

 10.13+*

 Employment Agreement between Health In Tech, Inc. and Dustin Plantholt dated March 17, 2025.

 10.14+*

 Employment Agreement between Health In Tech, Inc. and Jennifer Guerrica dated March 17, 2025.

 19.1*

 Insider Trading Policy.

 21.1(2)

 List of Subsidiaries of the Registrant.

 31.1*

 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 31.2*

 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 32.1*

 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 32.2*

 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 97*

 Clawback Policy.

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 *
 Filed herewith.

 +
 Indicates management contract or compensatory plan.

 (1)
 Filed as an exhibit to the registrant's Current Report
on Form 8-K filed with the SEC on February 27, 2025.

 (2)
 Filed as an exhibit to the registrant's Registration
Statement on Form S-1 filed with the SEC on August 30, 2024.

 (3)
 Filed as an exhibit to the registrant's Current Report
on Form 8-K filed with the SEC on December 26, 2024.

 (4)
 Filed as an exhibit to the registrant's Registration
Statement on Form S-1 filed with the SEC on September 24, 2024.

 Item 16. Form 10-K Summary

 Not applicable.

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Stuart, State of Florida, on March 17, 2025.

 HEALTH IN TECH, INC.

 By:

 /s/ Tim Johnson

 Name:

 Title:

 Chief Executive Officer and Chairman

 Pursuant to the requirements of the Securities Exchange Act of 1934,
report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 Name

 Title

 Date

 /s/ Tim Johnson

 Chairman and Chief Executive Officer and Director

 Tim
 Johnson

 (Principal Executive Officer)

 /s/ LinLin
 Qian

 Chief Financial Officer and Director

 LinLin
 Qian

 (Principal Financial and Accounting Officer)

 /s/ William
 D. Howard

 William
 D. Howard

 /s/ Chike
 Umemezia

 Chike
 Umemezia

 /s/ Lynn Liang

 Lynn
 Liang

 /s/ Timothy
 Hayes

 Timothy
 Hayes

 Health In Tech, Inc. and Subsidiaries

Index to Consolidated Financial Statements

 Page

 Report of Independent Registered Public Accounting Firm (PCAOB ID: 206)

 Consolidated Financial Statements:

 Consolidated Balance Sheets as of December 31, 2024 and 2023

 Consolidated Statements of Operations for the years ended December 31, 2024 and 2023

 Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders' Equity for the years ended December 31, 2024 and 2023

 Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023

 F- 1

 REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

 To the Shareholders and Board of Directors of

 Opinion on the Financial Statements

 We have audited the accompanying consolidated balance sheets of Health
In Tech, Inc. and its subsidiaries (collectively, the "Company") as of December 31, 2024 and 2023, and the related consolidated
statements of operations, changes in convertible preferred stock and stockholders' equity, and cash flows for the years then ended,
and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present
fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of their operations
and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

 Basis for Opinion

 These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public
accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to
be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations
of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the standards of the PCAOB.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free
of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit
of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control
over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over
financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation
of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 /s/ MaloneBailey, LLP

 www.malonebailey.com

 We have served as the Company's auditor since 2023.

 Houston, Texas

 F- 2

 Consolidated Balance Sheets

 2024

 2023

 Assets

 Current assets

 Cash and cash equivalents

 $
 7,849,248

 $
 2,416,350

 Accounts receivable, net

 1,647,103

 2,235,666

 Other receivables

 500,252

 1,681,100

 Deferred offering costs

 —

 261,769

 Prepaid expenses and other current assets

 787,161

 264,382

 Total current assets

 10,783,764

 6,859,267

 Non-current assets

 Software

 3,962,461

 3,561,385

 Loans receivable, net

 815,995

 815,999

 Operating lease – right of use assets

 206,269

 266,641

 Total non-current assets

 4,984,725

 4,644,025

 Total assets

 $
 15,768,489

 $
 11,503,292

 Liabilities and stockholders' equity

 Current liabilities

 Notes payable

 $
 —

 $
 1,650,000

 Accounts payable and accrued expenses

 1,858,840

 2,620,965

 Income taxes payable

 205,253

 451,946

 Operating lease liabilities – current

 66,881

 58,482

 Total current liabilities

 2,130,974

 4,781,393

 Non-current liabilities

 Deferred tax liabilities

 328,676

 421,980

 Operating lease liabilities – non-current

 139,811

 206,693

 Total non-current liabilities

 468,487

 628,673

 Total liabilities

 2,599,461

 5,410,066

 Commitments and contingencies (Note 8)

 Stockholders' equity

 Common stock, $ 0.001 par value; Class A Common stock 150,000,000 shares authorized, 42,914,870 and 29,269,358 issued and outstanding as of December 31, 2024 and December 31, 2023, respectively*

 42,915

 29,269

 Common stock, $ 0.001 par value; Class B Common stock 50,000,000 shares authorized, 11,700,000 and 22,500,000 issued and outstanding as of December 31, 2024 and December 31, 2023, respectively*

 11,700

 22,500

 Additional paid-in capital*

 9,173,017

 2,770,538

 Retained earnings

 3,941,396

 3,270,919

 Total stockholders' equity

 13,169,028

 6,093,226

 Total liabilities and stockholders' equity

 $
 15,768,489

 $
 11,503,292

 *
 Shares, common stock amount and additional paid-in capital
data are presented on a retroactive basis to reflect the effects of the stock split at a 1.5-for-1 ratio effected on June 4, 2024.

 The accompanying notes are an integral part
of these consolidated financial statements.

 F- 3

 Consolidated Statements of Operations

 Fiscal
 Year Ended December 31,

 2024

 2023

 from underwriting modeling (ICE)

 $

 $

 from fees

 12,841,635

 10,924,650

 SMR

 9,849,300

 8,085,596

 HI
 Card

 Total
 revenues

 Cost
 of revenues

 4,051,439

 2,303,911

 Gross
 profit

 15,439,467

 16,847,591

 Operating
 expenses

 Sales
 and marketing expenses

 3,158,257

 3,380,375

 General
 and administrative expenses

 8,477,407

 8,079,329

 Research
 and development expenses

 2,813,899

 2,004,796

 Total
 operating expenses

 14,449,563

 13,464,500

 Other
 income (expense):

 Interest
 income

 122,885

 40,857

 Interest
 expenses

 ( 495,000
)

 ( 2,052
)

 Other
 income

 271,211

 —

 Total
 other income (expense), net

 ( 100,904
)

 38,805

 Income
 before income tax expense

 $
 889,000

 $
 3,421,896

 Provision
 for income taxes

 ( 218,523
)

 ( 945,236
)

 Income
 from continuing operations, net of income taxes

 Income
 from discontinued operations, net of income taxes

 —

 Net
 income

 $

 $
 3,957,914

 Net
 income attributable to noncontrolling interests

 $
 —

 $

 Net
 income attributable to common stockholders

 $

 $

 Net
 income per share of common stock, basic:

 $
 0.01

 $
 0.05

 —

 0.03

 Net
 income per share of common stock, basic*

 $
 0.01

 $
 0.08

 Net
 income per share of common stock, diluted:

 $
 0.01

 $
 0.05

 —

 0.03

 Net
 income per share of common stock, diluted*

 $
 0.01

 $
 0.08

 average common stocks outstanding – Basic*

 51,839,329

 47,837,566

 average common stocks outstanding – Diluted*

 53,662,677

 47,837,566

 Net
 income per share of preferred stock, basic and diluted:

 $
 —

 $
 0.05

 —

 0.03

 Net
 income per share of preferred stock, basic and diluted

 $
 —

 $
 0.08

 average preferred stocks outstanding – Basic*

 —

 3,931,791

 average preferred stocks outstanding – Diluted*

 —

 3,931,791

 *
 Shares and per share data are presented on a retroactive basis
to reflect the effects of the stock split at a 1.5-for-1 ratio effected on June 4, 2024.

 The accompanying notes are an integral part
of these consolidated financial statements.

 F- 4

 Consolidated Statements of Changes in Convertible
Preferred Stock and Stockholders' Equity

 For the Years Ended December 31, 2024 and 2023

 Series A
 Convertible Preferred Stock

 Stock

 Additional

 Total

 Class A

 Class B

 Paid-in

 Retained

 Noncontrolling

 Stockholders'

 Shares*

 Shares*

 Amount*

 Shares*

 Amount*

 Capital*

 Earnings

 Interests

 Equity

 Balance
 as of December 31, 2022

 6,769,358

 $
 2,566,038

 22,500,000

 $
 22,500

 22,500,000

 $
 22,500

 $
 211,269

 $
 794,259

 $
 367,771

 $
 1,418,299

 Conversion of Series A
 convertible preferred stock to Class A common stock

 ( 6,769,358
)

 ( 2,566,038
)

 6,769,358

 6,769

 —

 —

 2,559,269

 —

 —

 2,566,038

 Distributions

 —

 —

 —

 —

 —

 —

 —

 —

 ( 44,351
)

 ( 44,351
)

 Net income attributable to
 common stockholders

 —

 —

 —

 —

 —

 —

 —

 —

 Net income attributable to
 noncontrolling interests

 —

 —

 —

 —

 —

 —

 —

 —

 Disposal
 of discontinued operations

 —

 —

 —

 —

 —

 —

 —

 —

 ( 1,804,674
)

 ( 1,804,674
)

 Balance
 as of December 31, 2023

 —

 $
 —

 29,269,358

 $
 29,269

 22,500,000

 $
 22,500

 $
 2,770,538

 $
 3,270,919

 $
 —

 $
 6,093,226

 Conversion of Class B common
 stock to Class A common stock

 —

 —

 10,800,000

 10,800

 ( 10,800,000
)

 ( 10,800
)

 —

 —

 —

 —

 Issuance of common stock
 in connection with initial public offering, net of offering costs, underwriting discounts and commissions

 —

 —

 2,300,000

 2,300

 —

 —

 5,934,536

 —

 —

 5,936,836

 Stock-based compensation

 —

 —

 545,512

 —

 —

 467,943

 —

 —

 468,489

 Net
 income attributable to common stockholders

 —

 —

 —

 —

 —

 —

 —

 —

 Balance
 as of December 31, 2024

 —

 $
 —

 42,914,870

 $
 42,915

 11,700,000

 $
 11,700

 $
 9,173,017

 $
 3,941,396

 $
 —

 $
 13,169,028

 *
 Shares, common stock amount and additional paid-in capital
data are presented on a retroactive basis to reflect the effects of the stock split at a 1.5-for-1 ratio effected on June 4, 2024.

 The accompanying notes are an integral part
of these consolidated financial statements.

 F- 5

 Consolidated Statements of Cash Flows

 2024

 2023

 CASH FLOWS FROM OPERATING ACTIVITIES:

 $

 $
 3,957,914

 Adjustments to reconcile net income to net cash provided by operating activities:

 Write-off of accounts receivable

 1,878

 —

 Amortization expense

 541,141

 339,300

 Deferred tax expenses (benefits)

 ( 93,304
)

 133,980

 Amortization of debt discount

 495,000

 —

 Interest income

 ( 63,996
)

 ( 15,999
)

 Stock-based compensation expense

 468,489

 —

 Changes in operating assets and liabilities:

 Accounts receivable

 586,685

 ( 1,279,324
)

 Other receivables

 1,180,848

 ( 1,678,823
)

 Other receivables-related party

 —

 18,242

 Prepaid expenses and other current assets

 ( 514,242
)

 ( 211,097
)

 Operating lease right-of-use assets and liabilities, net

 1,889

 4,259

 Accounts payable and accrued expenses

 ( 851,963
)

 2,146,570

 Income taxes payable

 ( 246,693
)

 332,047

 Assets and liabilities of discontinued operations

 —

 ( 2,218,191
)

 Net cash provided by operating activities

 2,176,209

 1,528,878

 CASH FLOWS FROM INVESTING ACTIVITIES:

 Development of software

 ( 900,755
)

 ( 1,144,361
)

 Funds provided for loans receivable

 —

 ( 800,000
)

 Interest received from loans receivable

 64,000

 —

 Net cash used in investing activities

 ( 836,755
)

 ( 1,944,361
)

 CASH FLOWS FROM FINANCING ACTIVITIES:

 Proceeds from issuance of Class A common stock in connection with initial public offering, net of underwriting discounts and commissions

 8,214,000

 —

 Payments of deferred offering costs

 ( 1,975,556
)

 ( 261,769
)

 Payment of distributions

 —

 ( 44,351
)

 Proceeds from notes payable

 —

 1,650,000

 Repayments of notes payable

 ( 2,145,000
)

 —

 Net cash provided by financing activities

 4,093,444

 1,343,880

 Increase in cash and cash equivalents

 5,432,898

 928,397

 Cash and cash equivalents, beginning of year

 2,416,350

 1,487,953

 Cash and cash equivalents, end of year

 7,849,248

 2,416,350

 Supplemental disclosures of cash flow information:

 Cash paid for interest

 $
 —

 $
 2,052

 Cash paid for income taxes

 $
 558,521

 $
 479,209

 Summary of noncash investing and financing activities:

 Accrued deferred offering costs included in accounts payable and accrued expenses

 $
 39,839

 $
 —

 Accrued development of software included in accounts payable and accrued expenses

 $
 50,000

 $
 —

 Conversion of Series A convertible preferred stock to Class A common stock

 $
 —

 $
 2,566,038

 Reclassification of deferred offering costs to additional paid-in capital upon initial public offering

 $
 2,277,164

 $
 —

 The accompanying notes are an integral part
of these consolidated financial statements

 F- 6

 1. Organization

 Description of Business

 Health in Tech, Inc. (collectively with SMR, Hi Card, and ICE (defined
below) "HIT" or the "Company") through its subsidiaries and consolidated accounting driven variable interest entity
("VIE"), simplifies sales, service processes and reduces sales cycle time for third-party administrators and brokers. HIT
was incorporated in November 2021 in the State of Nevada, and is based in Stuart, Florida. The Company was created with the intention
of consolidating each of three standalone entities into a single organization: Stone Mountain Risk, LLC ("SMR"), Health Intelligence
Card, LLC ("Hi Card"), and International Captive Exchange, LLC ("ICE") (the "subsidiaries").

 The Company's consolidated financial statements include the accounts
of HIT, its wholly owned subsidiaries, and Roscommon Captive Management LLC ("RCM"), and RCM's invested Roscommon Insurance
Company ("Roscommon") (collectively referred to as the "Carrier") for which the Company has been deemed to be
the primary beneficiary (see Note 2).

 Roscommon is a carrier of self-insurance medical insurance incorporated
in November 2018 for the stop loss policies for self-funded benefits plans of individual small business employer groups. RCM, incorporated
in June 2022, manages the capital and risk associated with Roscommon by managing risk managers and negotiating reinsurance agreements.
Tim Johnson the founder of Health in Tech Inc., divested his equity interests of the "Carrier" business to an unrelated third
party in May 2023 (see Note 3).

 Stock Split

 On June 4, 2024, the Company effected a 1.5-for-1 stock split of the
common stock. All share, restricted stock, stock options and per share information throughout this annual report has been retroactively
adjusted to reflect the stock split. The shares of common stock retain a par value of $ 0.001 per share. Accordingly, an amount equal to
the par value of the increased shares resulting from the stock split was reclassified from "Additional paid-in capital" to
"Common stock."

 Initial Public Offering

 On December 24, 2024, the Company completed its Initial Public
Offering (the "IPO") in which it issued and sold 2,300,000 shares of Class A common stock, at a public offering
price of $ 4.00 per share. The Company received net proceeds of $ 8,214,000 after deducting underwriting discounts and commissions of
$ 986,000.

 Offering Costs

 Offering costs of $ 3,263,164, consisting of legal, accounting, underwriting
fees and other costs relating to the IPO, were offset against the proceeds received upon the closing of the IPO when recorded in additional
paid in capital on the consolidated balance sheets. As of December 31, 2023, $ 261,769 of offering costs were deferred and recorded
on the consolidated balance sheets.

of Significant Accounting Policies

 Basis of Presentation

 The Company's consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States of America ("GAAP") and pursuant to
the rules and regulations of the Securities and Exchange Commission ("SEC"). The consolidated financial statements include
the accounts of the Company and its subsidiaries and Carrier, which is a variable interest entity of which the Company is the primary
beneficiary. All intercompany balances and transactions have been eliminated in consolidation.

 F- 7

 Discontinued Operations

 Discontinued operations represent the disposal of a component or a
group of components that represents a strategic shift that will have a major effect on the Company's consolidated operations and
financial results, as well as meet the held for sale criteria. The Company has reflected the results of operations of Carrier as a discontinued
operation on the Consolidated Balance Sheets and Consolidated Statements of Operations for all periods presented (see Note 3).

 Segments

 The Company's chief operating decision maker
("CODM"), the Chief Executive Officer and executive committee, manages the Company's business activities as a
single operating and reportable segment from continuing operations at the consolidated level. Accordingly, the CODM uses
consolidated net income to measure segment profit or loss, allocate resources and assess performance. Further, the CODM reviews and
utilizes functional expenses (cost of revenues, sales and marketing, research and development, and general and administrative
expenses) at the consolidated level to manage the Company's operations. Other segment items included in consolidated net
income are interest income, interest expenses, other income and the provision for income taxes, which are reflected in the
consolidated statements of operations. The Company also has one segment included in discontinued operations, which is a carrier of
stop loss insurance for the self-funded benefits plans of individual small business employer groups. During
2024 and 2023, the Company did not have a material balance of long-lived assets located outside of the United States.

 Use of Estimates

 The preparation of financial statements in conformity with GAAP
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during
the reporting period. Making estimates requires management to exercise significant judgment. Significant items subject to such
estimates and assumptions include, but are not limited to, loss and loss adjustment expense ("LAE") reserves of the
Carrier, accounts receivable allowance for revenue billing changes driven by headcount changes during billable period and
stock-based compensation expense. It is at least reasonably possible that the estimates of the effect of conditions, situations or
sets of circumstances that existed at the date of the financial statements, which management considered in formulating its
estimates, could change in the near term due to one or more future confirming events. Actual results could differ from those
estimates.

 Variable Interest Entity ("VIE")

 The Financial Accounting Standards Board ("FASB") provides
guidance in ASC 810, Consolidation ("ASC 810") for determining whether an entity is a VIE. VIE's
are defined as entities in which equity investors of the entity do not have the characteristics of a controlling financial interest or
do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. A VIE
is required to be consolidated by its primary beneficiary, which is the party that (i) has the power to control the activities that
most significantly impact the VIE's economic performance and (ii) has the obligation to absorb losses, or the right to receive
benefits, of the VIE that could potentially be significant to the VIE.

 The Company enters business relationships and regularly assesses them
under the requirements of ASC 810 to determine whether such relationships should be accounted for under the VIE model and if so,
whether the Company is the primary beneficiary of the VIE.

 The Company concluded it has a variable interest in Carrier that results
in the Company being the primary beneficiary. This conclusion was based on the following:

 The Company inherently has the power to direct the activities
of Carrier as a significant portion of Carrier's business is sold.

 Without the business of the Company, the Carrier would not
be able to sustain their operations.

 F- 8

 The results of operations of the Carrier are included in the Company's
consolidated financial statements as discontinued operations (Note 3).

 At the end of May 2023 (the "Closing Date"), the Company's
Chief Executive Officer ("CEO") completed the sale of the Carrier. On this date, the Company has no continuing significant
involvement in the operations of Carrier and they are controlled by an independent third party. As such, the Company no longer holds a
variable interest in the Carrier.

 Cash and Cash Equivalents

 Cash and cash equivalents consist of demand deposit and time deposits
with original maturities less than three months, which are unrestricted as to withdrawal or use.

 Concentration of Credit Risk

 Financial instruments that potentially subject the Company to concentrations
of credit risk consist principally of cash, accounts receivable and loans receivable for financial periods ended December 31, 2024 and
2023. The Company further manages its credit risk on liquid funds through diversification of investment type and credit exposures. For
cash, the Company places cash deposits with large financial institutions. For accounts receivable, the credit risk is managed through
the use of mitigating controls, including the use of credit checks and credit limits on customers. For loans receivable, the Company monitors
the exposures and counterparty credit risk on a regular basis.

 Concentration of customers

 Revenues from Stop-Loss Insurance Carriers

 Revenue from one stop-loss insurance Carrier ("Carrier
A") accounted for 27.3 % and 2.5 % of the Company's total revenues for the years ended December 31, 2024 and 2023,
respectively. The amount due from Carrier A was approximately 26.5 % and 16.1 % of accounts receivable as of December 31, 2024 and
2023, respectively. Additionally, another stop-loss insurance Carrier ("Carrier B") accounted for 4.0 % and 16.2 % of the
Company's total revenues for the years ended December 31, 2024 and 2023, respectively. The amount due from Carrier B was
approximately 2.9 % and 21.2 % of accounts receivable as of December 31, 2024 and 2023, respectively. The Company began its
relationship with the additional carrier ("Carrier C") in August 2023. Carrier C accounted for 2.8 % and 0.0 % of the
Company's total revenues for the years ended December 31, 2024 and 2023, respectively. The amount due from Carrier C was
approximately 23.7 % and 0.0 % of accounts receivable as of December 31, 2024 and 2023, respectively. While the Company is working to
cooperate with more stop-loss insurance carriers, it may experience temporary service disruptions in the event the Company deems it
necessary to cease use of a stop-loss insurance carrier.

 Revenues from Small Business Employers Customers

 The Company does not have significant concentrations of revenues from
any of its small business employer customers. The Company has a diversified customer base and did not have any small business employer
that accounted for more than 1.0% of the Company's total revenues for the years ended December 31, 2024 and 2023, respectively.
No small business employers accounted for more than 2.0% or 1.5% of accounts receivable, net as of December 31, 2024 and 2023, respectively.

 Concentration of Cost of Revenues Service Providers

 For the year ended December 31, 2024, the Company's three primary
service providers (including one data service provider, disclosed in " Concentration of Data Service Providers from Third Party
Artificial Intelligence Providers ") represented 61.2 %, 10.6 % and 8.3 % of the Company's cost of revenues, respectively.
As of December 31, 2024, these three primary service providers accounted for 16.0 %, 36.8 % and 0 % of accounts payable balance, respectively.
For the year ended December 31, 2023, the Company's three primary service providers (including two data service providers, disclosed
in " Concentration of Data Service Providers from Third Party Artificial Intelligence Providers ") represented 65.0 %,
 8.4 % and 7.7 % of the Company's cost of revenues, respectively. As of December 31, 2023, these three primary service providers accounted
for 75.2 %, 0 % and 0 % of accounts payable balance, respectively. The Company, if necessary, could utilize others as part of its service
offerings with a limited impact to the Company's operations.

 F- 9

 Concentration of Data Service Providers from Third Party Artificial
Intelligence Providers

 The Company currently utilizes two 3rd party Artificial Intelligence
("AI") data service providers. For the year ended December 31, 2024, the Company's two providers presented 8.3 % and
 2.4 % of the Company's cost of revenues, respectively. As of December 31, 2024, no balance was due to these two providers. For the
year ended December 31, 2023, the Company's two providers presented 8.4 % and 7.7 % of the Company's cost of revenues, respectively.
As of December 31, 2023, no balance was due to these two providers. The Company utilizes these AI data services companies as the pricing
in which to procure the services is more advantageous than utilizing other vendors within this sector. While the Company only utilizes
these two AI data service companies, the Company, if necessary, could utilize others as part of its service offerings with a limited impact
to the Company's operations.

 Leases

 The Company accounts for its leases under the Financial Accounting
Standards Board's ("FASB") Accounting Standards Codification ("ASC") ASC 842, Leases ("ASC 842").

 The Company assesses its contracts at inception to determine whether
the contract contains a lease, including evaluation of whether the contract conveys the right to control an explicitly or implicitly identified
asset for a period of time. The Company recognizes right-of-use assets and lease liabilities that represent the net present value of future
lease payments utilizing a discount rate corresponding to the Company's incremental borrowing rate and amortizing over the
remaining terms of the leases, which was determined to be 10 % during 2024 and 2023. The Company accounts for the leases of less than
twelve months as short-term leases and does not recognize right-of-use assets and corresponding lease liabilities. The Company had
no leases classified as short-term leases as of December 31, 2023. During the year ended December 31, 2024, the Company entered into
a 12-month short-term lease agreement with fixed rent payable monthly.

 Accounts Receivable and Allowance for Credit Losses and for Revenue
Billing Adjustments

 Accounts receivable are carried at original invoice amount, less any
estimate made for doubtful accounts or credit losses. The allowance for credit losses is the Company's best estimate of the amount
of expected credit losses in the Company's existing receivables over the contractual term. The Company evaluates its exposure to
credit loss on both a collective and individual basis. The Company evaluates such receivables on an individual customer basis and takes
into account any relevant available information, which begins with historical credit loss experience and consideration of current and
expected conditions and market trends (such as general economic conditions, other microeconomic and macroeconomic considerations, etc.)
and reasonable and supportable forecasts that could impact the collectability of such receivables over the contractual term individually
or in the aggregate. Changes in circumstances relating to these factors may result in the need to increase or decrease the allowance for
credit losses in the future. The allowance for credit losses was $ 0 as of December 31, 2024 and $ 0 as of December 31, 2023.

 The Company also makes the allowance for revenue billing
adjustments, under the consideration of the revenues associated with enrolled customers would have changed during the 12-month
contractual term. The final reconciliation with the customers is on the 14 th month. Revenue provision is made for the
customers ended their 12-month plan with a balance of less than $ 10,000 as of December 31, 2023 without completion of
reconciliation. The revenue at the end of policy term provision as of December 31, 2023 was $ 85,794. During the year ended
December 31, 2024, the Company completed reconciliation for customer policies ended December 31, 2023. Thus, the
balance of accounts receivable allowance for revenue billing adjustments related to prior year enrollment adjustment was $ 0 as of
December 31, 2024. Starting from January 2024, the Company began monthly contra revenue provision which was 0.8 % of total
revenues. The provision for customers ending their 12-month plan with balances of less than $ 10,000 as of December 31,
2024 without completion of reconciliation was $ 91,799. The total provision amounted to $ 249,285 or 1.3 % of total revenues for the
year ended December 31, 2024. The balance of accounts receivable allowance for revenue billing adjustments related to current year
enrollment adjustment was $ 185,560 as of December 31, 2024. This incorporates three separate categories:

 There is a revenue adjustment that is driven by enrollment
changes. It is based upon the actual individuals enrolled in a plan throughout the term compared to the initial employees enrolled in
the first month.

 There is a revenue adjustment that is determined at the cancellation
of a policy due to delayed payment. Specifically, a Carrier may cancel a plan when the customer does not remit payment in accordance
with the respective agreement for a certain period of time (approximately three months). This may be adjusted if there is a slight
delay in the completion and execution of required legal documents.

 There is a revenue adjustment and change triggered by re-underwrite
of stop loss insurance policy, as defined by the Carrier's underwriting guideline.

 F- 10

 Other Receivables

 Certain small business customers elect to receive a discount on premiums
payable to carriers. In return, carriers can collect and retain these customers' positive claim fund balance amounts. The positive
claim fund is maintained in a designated account specifically earmarked for claims, held by the small employer, known as "Deferred
Administrative Surplus." As the platform company, the Company tracks and processes claims for carriers. With all necessary information
for collection available on our platform, the Company signed an agreement on December 28, 2023 with Roscommon Captive Management and Roscommon
Insurance Company (collectively the "Carrier"), to purchase the rights, title, interest, and collection rights to fees totaling
$ 3,100,000 in Deferred Administrative Surplus for $ 1,650,000, which is 53 % of the total collection rights. The Carrier was previously
a related party that was consolidated and sold to a third party in May of 2023. The Carrier was no longer considered a related party after
this sale.

 When entering into a stop-loss insurance policy, a small business
employer can elect to purchase discounted stop-loss insurance policies premiums from the Carrier by agreeing to return any positive
balance in claim fund. These claim funds are held in the name of the small business employer, and the Carrier has no claim to these
funds until the policy and the policy run-out period ends, which is 18 months following commencement of the policy term (the
"Policy End Date"). The "run-out period" refers to six month period after the policy or plan has expired
during which claims can still be submitted and processed. After the Policy End Date, any funds remaining in the claim fund belong to
the Carrier. The Carrier will provide the small business employers with a reconciliation of what amounts are specifically owed. This
is based on the amount of funds in the small business employers' claim fund account, and the value of claims incurred during
the policy and run-out period (the "Deferred Administrative Surplus"). The Deferred Administrative Surplus is owned by
the Carrier and not subject any contingencies other than the ability to collect from the small business employer.

 As part of the Company's services to the Carrier, ICE contracted
with the Carrier to collect premium and process claims expense. Therefore, in its internal system, the Company can calculate the approximate
amount of positive balance in claims fund. The exact amount will be determined after full reconciliation of the claims fund after completion
of the run out period.

 In the case of this purchase, the Company only purchased the policies
with related run-out periods that had lapsed and had positive claim fund balances according to the Company's internal system. As
such, the Company knows the value of the Deferred Administrative Surplus purchased. Following the purchase, the Deferred Administrative
Surplus was assigned to the Company for collection. After the assignment, the Company performs the relevant reconciliations to demonstrate
to the small business employers the amount of the Deferred Administrative Surplus now owed to the Company from the claim fund balance.
The Company asks the small business owners to pay it the Deferred Administrative Surplus within 30 days of the collection requests.

 The key risks associated with the collection of the Deferred Administrative
Surplus relate to the Company's limited collections experience related to the Deferred Administrative Surplus at the time of purchase
from the Carrier. To reduce the Company's collection risk, the Company negotiated with the Carrier to purchase the Deferred Administrative
Surplus at 53 % of its estimated face value. This was due to the Carrier not having the sufficient and proper headcount to spend the necessary
time and effort to collect the Deferred Administrative Surplus after the sale of the Carrier to the third party. The Company would have
to collect less than 53 % of the Deferred Administrative Surplus balance for the Company to incur a loss. Currently, the Company has completed
reconciliations for approximately 52 % of the total estimated face value ($ 3,100,000) of the acquired deferred administrative fund accounts,
and the Company made the request to small business employers for collection. For the reconciliations that have been completed, the Company
has collected 79 % of requested amount.

 F- 11

 The purchase of the Deferred Administrative Surplus does not represent
a purchase of a financial asset with credit deterioration as defined in accordance with ASC 326 — Financial Instruments,
Credit Losses. Furthermore, the Company only has approximately three months of historical collection success rates at the time of entering
into the contract. These collection success rates are based upon limited experience given the Company has only collected on these types
of assets for a short period of time. As such, the Company has accounted for these assets under a nonaccrual approach. The Company
will continue to assess this policy as additional collection information is received and collection trends are identified. The Company
recorded this consideration as other receivables as of December 31, 2024 and December 31, 2023, respectively. The Company received $ 1,269,595
for the year ended December 31, 2024, 79% of the requested collection rights for this period.

 The Company separately assessed if an allowance for credit losses
was necessary for this Other Receivables. Recent data indicates that its overall collection rate of Deferred Administrative Surplus
has been significant. Given no major changes to the parties involved in collection, the Company assessed the current conditions
would remain in the foreseeable future and estimated that no allowance was required for receivables from Deferred Administrative
Surplus as of December 31, 2024 and December 31, 2023, respectively. The Company will continue to assess its historical credit loss
experience and consideration of current and expected conditions and market trends (such as general economic conditions, other
microeconomic and macroeconomic considerations, etc.) and reasonable and supportable forecasts that could impact the collectability
of such receivables over the contractual term individually or in the aggregate.

 Loans Receivable, Net

 On October 10, 2023, the Company entered into a Promissory Note Agreement
with Kang Youle Limited, unsecured lending. Under this Promissory Note Agreement, the Company agreed to lend $ 800,000 in principal
amount, which bears 8 % interest per annum. The note's maturity date is October 10, 2026. The Company has assessed this receivable
for potential credit losses, noting none as of December 31, 2024 and December 31, 2023, respectively. The Company recorded this
loan receivable at amortized cost on the consolidated balance sheets. See Note 5.

 Software Capitalization

 The Company incurs certain costs associated with the development of
its Hi-Card, eDIYBS systems and other systems. The Company capitalizes certain costs associated with the development of its internal-use
software after the preliminary project stage is complete and until the completion of the design, coding, installation, and testing of
the software has been completed. Upgrades and enhancements are capitalized if they will result in added functionality. Capitalized costs
are amortized over an expected three-year period. In May of 2023, the Company determined that its eDIYBS system was ready for its intended
use. As such, the Company has entered the eDIYBS system in the post-implementation phase. For the years ended December 31, 2024 and
2023, the Company has amortized $ 541,141 and $ 339,300 of the capitalized costs associated with eDIYBS and other systems respectively,
which is included in the cost of revenues line item of the Company's Consolidated Statements of Operations. During the years
ended December 31, 2024 and 2023, the Company capitalized $ 942,217 and $ 1,144,361 respectively of software development costs.

 Notes Payable

 On December 28, 2023, the Company entered into a Promissory Note Agreement
with LEAZ Enterprises LLC, Series 2. Under this Promissory Note Agreement, the Company borrowed $ 1,650,000 in principal amount.
There is no interest on the loan, however there is a repayment premium of $ 495,000 which the Company finalized in January 2024 that
is treated as interest expense in financial statements of 2024. This repayment premium is accrued through the effective interest method
from January 2024 through the date of maturity. The note matured on September 28, 2024 and the Company fully repaid the principal
and repayment premium. See Note 4.

 Impairment of Long Lived Assets

 The Company evaluates the recoverability of amortizable long-lived assets
whenever events or changes in circumstances indicate the carrying value of such asset may not be recoverable. Should there be an indication
of impairment, the Company tests recoverability by comparing the estimated undiscounted future cash flows expected to result from the
use of the asset to the carrying amount of the asset or asset group. If the asset or asset group is determined to be impaired, any excess
of the carrying value of the asset or asset group over its estimated fair value is recognized as an impairment loss. There were no impairment
losses recognized on long-lived assets during the years ended December 31, 2024 and 2023.

 F- 12

 Revenue Recognition

 The objective of ASC 606 Revenue from Contracts with customers
("ASC 606") is to establish the principles that an entity shall apply to report useful information to users of the financial
statements about the nature, amount, timing, and uncertainty of revenue and cash flows arising from a contract with a customer. An entity
shall recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration
to which the entity expects to be entitled in exchange for those goods or services, as defined in ASC 606-10-10-1 and ASC 606-10-10-2.

 This evaluation under ASC 606 follows a five-step model, including:

 Step 1:

 Identify the contract(s) with a customer

 Step 2:

 Identify the performance obligations in the contract

 Step 3:

 Determine the transaction price

 Step 4:

 Allocate the transaction price to the performance obligations in the contract

 Step 5:

 Recognize revenue when (or as) the entity satisfies a performance obligation

 In general, ASC 606's core principle is to recognize revenue
in a manner that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which
the entity expects to be entitled in exchange for those goods or services. Required disclosures under ASC 606 include qualitative
and quantitative information about contracts with customers and significant judgments and estimates as to the application of the 5-step
revenue recognition analysis, among others.

 The Company accounts for its revenue under the accounting guidance
of ASC 606, Revenue from Contracts with customers ("ASC 606"). The Company's contracts that are within
the scope of ASC 606 specifically relate to the services that are associated with customers who purchase self-funded benefits plans.
These plans are facilitated through a network of brokers, TPAs, MGUs, carriers, and other third-party agents.

 Identification of the Performance Obligations

 The Company analyzes each of the deliverables pursuant to its contracts
with customers. For each of the deliverables, the Company performs a detailed analysis to determine whether the deliverables are separately
identifiable. The Company notes that although the deliverables can vary from day to day, all specifically relate to one kind of service,
representing one performance obligation that is provided by each of its subsidiaries (HI Card, SMR, and ICE), as further described below.

 HI Card and SMR Specific Considerations

 Generally, the Company's insurance marketplace allows
brokers to customize a small employer's self-funded benefits plan and stop loss insurance policies. When licensed brokers log
in to the Company's platform, they upload an employee census representing the employee base of the small business employer,
select which network they wish to use, what plan designs they want to offer to the small business employer and then quickly obtain a
bindable self-funded medically underwritten stop loss quote they can provide to their small business customers. The chosen vendors
provide benefit services as outlined on the platform. The fees that the Company and others charge for the service offerings within
the quote are outlined and expressly agreed to by the small employer. The small employer customizes their health insurance plan and
executes an annual agreement. This agreement includes a sold case breakdown (SCB) that outlines the individual stop loss insurance
and benefits service offerings selected by the small employer and the cost of each, including any optional services offered by the
Company or other vendors. Through this, the Company is aware of the services that the broker is offering to the small employer for
the health insurance plan period, which is normally twelve (12) months. This includes each of the performance obligations provided
by its subsidiaries as further outlined below. Subsequent to the execution of the initial bindable SBC with its customers, the
Company may modify the health insurance plan during the plan period when a non qualified event occurs based on the definition provided by the carriers.
For example, if there is a significant fluctuation or changes of enrolled employees (EEs) from the first month.

 F- 13

 The Company has business relationships with licensed brokers, as licensed
brokers register on the Company's platform to select and sell benefits plans and stop loss polices to small employers as discussed
above. However, there is no contractual relationship between the Company or any of its subsidiaries and the brokers. The Company's
platform provides credentialing for licensed brokers, allowing them to access its marketplace to select and sell self-funded benefits
plans for the small business employer at no cost. Brokers are paid by the small businesses, with no contractual relationship between the
Company and the brokers, only a credentialing process, and free access is provided.

 TPAs are contracted and authorized by the small business employers
to enter into service contracts with SMR and HI Card on behalf of the small business employers. ASC 606 defines a customer as a party
that has contracted with an entity to obtain goods or services that are an output of the ordinary activities of the company in exchange
for consideration. SMR and HI Card are not providing services to the TPAs, but instead, have contracts to collaborate with the TPAs to
facilitate the administration of health benefit plans and stop-loss insurance policies to its customers, which are the small business
employers. The TPA will administer the purchased health benefits plan and manage the multiple service providers associated with the health
benefits plan and stop-loss insurance policy. Such service providers are listed on the bindable quotes via the bindable sold case breakdown,
which outlines the individual stop loss insurance and benefits service offerings selected by the small business and the cost of each.
Only the small business employer can start or terminate the relationship with SMR and HI Card. The TPA cannot start or terminate the relationship
with the SMR or HI Card. As such, the Company has concluded that the TPA's are not customers and that the small business employers
are the customers of SMR and HI Card pursuant to ASC 606.

 ICE Specific Considerations

 ICE has contractual relationships with carriers. ICE underwrites a
stop-loss insurance policy and processes claims per the respective carrier's underwriting guideline and claims processing guideline.
In these instances, the carrier is the Company's customer.

 The Company's performance obligations related to its revenue
can be summarized as follows:

 Claims negotiation services: The
claims negotiation services performance obligation is offered as a part of the Company's overall marketplace service offering and
is performed specifically by the Company's HI Card subsidiary. These services require the Company to negotiate the cost and facilitate
small employer's claims negotiation process with hospitals and physician facilities on behalf of the small employer. This service
is optional. Revenue related to these services are included in the "Revenues from fees" within the Consolidated Statements
of Operations.

 Access to medical claims data: Access
to medical claims data performance obligations is offered as a part of the Company's overall insurance marketplace offering and
is performed specifically by the Company's HI Card subsidiary. The access to medical claims data performance obligation is not required
to be selected by a small employer, its customer, when selecting their health insurance plan, but it is provided as an option. Revenue
related to these services are included in the "Revenues from fees" within the Consolidated Statements of Operations.

 Underwriting modeling and risk services: As a part
of the Company's overall insurance marketplace, ICE provides underwriting modelling, machine learning-driven underwriting services,
and risk services to its customers. Through its web-based SaaS quoting platform, eDIYBS (Enhance Do It Yourself Benefit System), brokers
log in to eDIYBS, upload census, select plans and generate bindable quotes. eDIYBS medically underwrites each small employer. ICE continues
to assess risks and may re-underwrite based on underwriting risk guidelines provided by carriers. Any enrollment changes in a small business
can have large fluctuations during a policy period that may trigger a re-underwrite. ICE not only monitors and manages these activities
but also facilitates insurance reporting. Revenue related to these services are included in the "Revenues from underwriting modeling"
within the Consolidated Statements of Operations. These services are provided by ICE for carriers. Unlike the Company's other performance
obligations, the Company's agreements for its underwriting modeling and risk performance obligations are with stop loss carriers.
Under these agreements, the Company develops and maintains all underwriting models, designs risk criteria, assesses the risk to underwrite
a policy, monitors claims activities, provides reinsurance reporting, and provides monthly reinsurance filings. The purpose of these
services is to ensure that the stop loss carrier is assuming an appropriate amount of risk when taking on a new insurance policy, and
further that the premiums being charged are appropriate based upon the population of the new insurance policy (age, demographic, etc.).

 F- 14

 Program and platform management services: As
a part of the Company's overall insurance marketplace, SMR is a program manager specializing in customized self-funded benefits
programs for small businesses. SMR's expertise in health benefits enables the Company to analyze, review and select vendors that
have sufficient experience, which is an essential component of a health plan that is constantly evolving with its small business employers
based on factors such as employee headcount and a specific employee's geographic location. SMR will then design health plans, select
networks, manage vendors, and ultimately construct the benefits plans for the small business employers. Licensed brokers log in to the
marketplace to select and sell self-funded benefits plans to small businesses. The Company throughout the contract period is actively
working with the TPA to assist administration of the plan specifically due to headcount changes. SMR also serves as the total program
manager coordinate between the Carrier, the TPA, the Broker, and the small business employer, the Company's customer. The Company's
service offerings encompass reference-based pricing, group insurance captives, community health plans, and association health programs.
This service is performed for small employers to ensure that they have access to a customized health benefits program. Throughout the
term of the policy, SMR is ensuring all covered employees meet the requirements and guidelines of carriers to ensure such employees of
the small business employer remain covered under the respective insurance policy. The Company accounts for these services under ASC 606-10-25-14(b)
as a series of distinct services that are substantially the same per enrolled employee and have the same pattern of transfer as the delivery
of the specified services is satisfied over time, and each service is substantially the same and has the same measure of progress. Revenue
related to these services are included in the "Revenues from fees" within the Consolidated Statements of Operations.

 Each of the services above allows for the customers to simultaneously
receive and consume the benefits of the Company's performance as it performs. Program services provided by SMR and underwriting
activities provided by ICE (including eDIYBS) are interdependent, as they cannot function effectively without being combined. Services
provided by HI Card are optional add-on to the Company's services, and it cannot be offered on a standalone basis. Brokers are
not obligated to utilize HI Card services for small employers.

 As such, the Company has determined that it is appropriate to recognize
revenue over a period of the defined contractual term. The Company has determined that the pattern of transfer control to the customers
are commensurate with its right to invoice given the fact that at the end of each reporting period ended December 31, all performance
obligations of the Company have been satisfied and provided to the Company's customers, and as such, the Company records its revenue
based on the sold policy enrollment, which is provided by the third-party administrator upon the execution of a policy and enrollment
outlines the total breakdown of the fees remitted by the third-party administrator.

 Payments required throughout the duration of the policy start once
a policy has become effective, and are subsequently due on policy effective date of the month through the duration of the policy. Given
the Company's policy terms, there are no performance obligations that remain unperformed at the end of each reporting period.

 Disaggregation of Revenue

 A summary of the Company's disaggregated revenues are as follows:

 2024

 2023

 Revenues:

 Revenues from underwriting modeling (ICE)

 $

 12,941,492

 11,010,444

 SMR

 9,949,157

 8,171,390

 HI Card

 Subtotal

 19,590,763

 19,237,296

 Contra revenue for billing adjustments

 ( 99,857
)

 ( 85,794
)

 $

 Variable Consideration

 The Company does not have variable consideration that would require
constraint from the transaction price of its contracts with customers as the Company receives fixed monthly payments either based on a
percentage of the monthly premiums received by the self-insurance carrier, or a fixed dollar amount based on the end users serviced during
a given month.

 F- 15

 Contract Assets and Contract Liabilities

 Contract assets represent the Company's right to consideration
in exchange for goods or services that the entity has transferred to a customer when that right is conditioned on something other than
the passage of time. Contract liabilities represent the Company's obligation to transfer goods or services to a customer for which
the entity has received consideration. As of December 31, 2024 and December 31, 2023, the Company did not have contract assets
or liabilities.

 Costs to Obtain a Contract

 Under ASC 340-40, Other Assets and Deferred Costs — Contracts
with Customers ("ASC 340") incremental costs of obtaining a contract, such as sales commissions and bonus programs afforded
to brokers, are capitalized if they are expected to be recovered. The Company elected the practical expedient under ASC 340 to expense
the costs to obtain a contract as incurred when the expected amortization period is one year or less. As of December 31, 2024 and 2023,
there were no such capitalized costs. During the years ended December 31, 2024 and 2023, the Company expensed $( 47,002) and $ 632,502 related
to the Company's broker bonus program as the expected amortization period of these costs was expected to be less than one year.
These costs have been included in sales and marketing expenses on the Company's Consolidated Statements of Operations for the years
ended December 31, 2024 and 2023.

 Significant Financing Components

 The Company elected the practical expedient that allows the Company
to not assess a contract for a significant financing component if the period between the customer's payment and the transfer of
the goods or services is one year or less. There was no significant financing components during the years ended December 31, 2024 and
2023.

 Cost of Revenues

 The Company's cost of revenues primarily consists of infrastructure
costs to operate its platform such as hosting fees and fees paid to various third-party partners for access to their technology, services
and amortization expenses of the Company's capitalized internal-use software related to its platform.

 General and Administrative Expenses

 General and administrative expenses primarily consist of personnel-related
costs and related expenses for the Company's executives, finance, legal, human resources, technical support, and administrative
personnel as well as the costs associated with professional fees for external legal, accounting and other consulting services, insurance
premiums.

 Research and Development Expenses

 Research and development expenses primarily consist of personnel-related
costs, including salaries and benefits for the Company's research and development personnel. Additional expenses include costs related
to the software development, quality assurance, and testing of new technology, and enhancement of its existing platform technology.

 Sales and Marketing Expenses

 Sales and marketing expenses primarily consist of personnel-related
costs including salaries, benefits and commissions cost for the Company's sales and marketing personnel. Sales and marketing expenses
also include the costs for advertising, promotional and other marketing activities, as well as certain fees paid to various third-party
for sales and customer acquisition. Advertising expenses were $ 61,533 and $ 311,084 for the years ended December 31, 2024 and
2023, respectively.

 F- 16

 Stock-Based Compensation Expense

 The Company's share-based compensation program grant awards
include stock options and restricted stock awards ("RSAs"). The fair value of stock options granted in July 2023 and
August 2024 was determined using the Binomial option-pricing model. The fair value of RSAs is based on the fair value of the
Company's common stock on the date of the grant, using
the DCF method and back-solve method. All of the Company's share-based awards contain a vesting condition associated
with a successful initial public offering by the Company. The Company started to recognize the stock-based compensation expense upon
the completion of its IPO on December 24, 2024. Certain of the Company's share-based awards also contain additional vesting
conditions that require a certain duration of services from the grantee, for which stock-based compensation expense is typically
recognized on a straight-line basis over the requisite service period starting from the closing of Company's IPO. Forfeitures
are estimated at the time of grant and revised in subsequent periods if actual forfeitures differ from those estimates. The Company
uses historical data to estimate awards' forfeitures and records stock-based compensation expense only for those awards that
are expected to vest. Certain of the Company's share-based awards also contain additional vesting conditions that require the
grantee to meet certain performance metrics to vest besides the liquidity event of IPO. For
these awards, the final vesting has been determined based on the performance achieved as of December 31, 2023, and stock-based
compensation expense was recognized upon the closing of the Company's IPO.

 The Company's expected stock price volatility assumption is based
on the volatility of comparable public companies. The expected term of a stock option granted to employees and directors (including non-employee
directors) is based on the average of the contractual term (generally 5 years) and the vesting period. For non-employee options,
the expected term is the contractual term. The risk-free interest rate is based on the yield of U.S. Treasury securities consistent
with the life of the option. The expected dividend yield was set to zero as the Company does not pay dividends on its common stock and
there was no expectation of doing so as of the respective grant dates.

 The Company periodically grants stock options and RSAs to non-employees
for services pursuant to the Company's stock plans at the fair market value on the respective dates of grant. Should the Company
terminate any of its consulting agreements, the unvested options underlying the agreements would be cancelled.

 Income Taxes

 The Company utilizes the asset and liability method of accounting for
income taxes as required by ASC 740, Income Taxes. Under this method, deferred tax assets and liabilities are determined based
on differences between financial reporting and tax basis of assets and liabilities as well as net operating loss carryforwards and tax
credits and are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred
tax assets are reduced by a valuation allowance if it is more likely than not that these assets may not be realized.

 The Company determines whether it is more likely than not that a tax
position will be sustained upon examination. If it is not more likely than not that a position will be sustained, none of the benefit
attributable to the position is recognized. The tax benefit to be recognized for any tax position that meets the more-likely-than-not
recognition threshold is calculated as the largest amount that is more than 50% likely of being realized upon resolution of the contingency.
The Company accounts for interest and penalties related to uncertain tax positions as part of its provision for income taxes.

 The Company has no accruals for interest or penalties related to income
tax matters. Tax years subsequent to 2023 remain open to examination by federal and state authorities.

 Net Income Per Share

 The Company computes earnings per share using the two-class method.
The two-class method of computing Net Income Per Share ("EPS") is an earnings allocation formula that determines EPS for
common stock and any participating securities according to dividends declared and participation rights in undistributed earnings. The
Company has three classes of participating securities, common stock (Class A and Class B) and Series A Convertible Preferred
Stock. The Series A Convertible Preferred Stock was issued during the year ended December 31, 2022, and converted into Class A
Common stock in August 2023 (Note 7). The Series A Convertible Preferred Stock has the same rights and preferences as
the Company's common stock, other than being convertible into shares of Class A Common Stock on a 1-for-1 ratio. Under the
two-class method, the Series A Convertible Preferred Stock is considered a separate class of stock for EPS purposes
and therefore basic and diluted EPS is provided below for both Class A and B Common Stock and Series A Convertible Preferred
Stock. During periods of loss, there is no allocation required under the two-class method due to there being no distributed earnings for
the period coupled with the fact that the Company's Series A Convertible Preferred Stock do not contain a contractual right
to absorb losses. Thus, all undistributed losses should be allocated entirely to the Company's outstanding Class A and Class B
Common Stock.

 F- 17

 EPS is computed by dividing the sum of distributed and undistributed
earnings for each class of stock by the weighted average number of shares outstanding for each class of stock for each period presented
in the Company's Consolidated Statements of Operations. In applying the two-class method, undistributed earnings are allocated to
common stock.

 Diluted net income per share includes the potential dilutive effect
of common stock equivalents as if such securities were converted or exercised during the period, when the effect is dilutive. The Company,
as noted in Note 11, issued RSAs and stock options which contain a vesting condition associated with a successful IPO. These instruments
were included in the diluted net income per share calculation only after the IPO was consummated. In the periods presented, income and
losses are allocated to the participating security only if the security has not only the right to participate in earnings, but also a
contractual obligation to share in the Company's losses.

 The following table sets forth the computation of basic and diluted
net income per share of common stock and Series A Convertible Preferred Stock for the years ended December 31, 2024 and
2023, which includes both classes of participating securities:

 Fiscal Year

Ended

2024

 Common Stock

 Allocation of undistributable income

 $

 Weighted average shares outstanding*

 Basic

 51,839,329

 Total dilutive effect of outstanding equity awards

 1,823,348

 Diluted

 53,662,677

 Net income per share*

 Basic

 $
 0.01

 Diluted

 $
 0.01

 Fiscal Year Ended December 31, 2023

 Common Stock

 Preferred Stock

 Allocation of undistributable income

 2,288,562

 1,368,755

 188,098

 112,499

 $
 2,288,562

 $
 1,368,755

 $
 188,098

 $
 112,499

 Weighted average shares outstanding, basic and diluted*

 47,837,566

 47,837,566

 3,931,791

 3,931,791

 Basic and diluted net income per share*

 $
 0.05

 $
 0.03

 $
 0.05

 $
 0.03

 The following outstanding stock awards were not
considered in the computation of diluted net income per share attributable to holders of common stock as they had antidilutive effects
for the years ended December 31, 2024 and 2023:

 2024

 2023

 Restricted stock awards

 110,000

 —

 *
 Shares and per share data are presented on a retroactive
basis to reflect the effects of the stock split at a 1.5-for-1 ratio effected on June 4, 2024.

 F- 18

 Recently Adopted Accounting Standards

 In November 2023, the Financial Accounting Standards Board ("FASB")
issued Accounting Standards Update ("ASU") 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment
Disclosures," which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures
about significant segment expenses. The Company adopted this standard effective January 1, 2024 using a retrospective method. For further
information, refer to the Segments section in Note 2 "Summary of Significant Accounting Policies."

 Recently Issued Accounting Standards Not Yet Adopted

 In December 2023, the FASB issued ASU 2023-09 Income Taxes (Topic 740):
Improvements to Income Tax Disclosures. The purpose of this guidance is to enhance the transparency and usefulness of income tax disclosures
and provide comprehensive income tax information, particularly in relation to rate reconciliation and income taxes paid in the U.S. and
foreign jurisdictions. This new standard will be effective for fiscal years starting after December 15, 2024, with the option to apply
it retrospectively. Early adoption is also allowed. Currently, the Company is assessing the potential impact of this guidance on its consolidated
financial statement disclosures.

 In November 2024, the FASB issued ASU 2024-03 Income Statement—Reporting
Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This
standard calls for enhanced disclosures about components of expense captions on the face of the income statement. This standard will be
effective for fiscal years beginning after December 15, 2026, with the option to apply it retrospectively. Early adoption is allowed.
Currently, the Company is assessing the potential impact of this guidance on its consolidated financial statement disclosures.

 Carrier Accounting Policies

 Carrier accounting policies ceased to apply to the Company effective
June 2023. At the end of May 2023, the Company's CEO completed the sale of the Carrier. On this date, the Company has no continuing
significant involvement in the operations of Carrier and they are controlled by an independent third party. As a result, Carrier was deconsolidated
from the Company's financial statements (see Note 3).

 The below accounting policies relate only to the Carrier's financial
statements which were presented as discontinued operations in consolidated financial statements.

 Net earned premium

 Roscommon accounts for its revenues from insurance activities in accordance
with the guidance of ASC 944, Financial Services — Insurance ("ASC 944"). Net earned premium
represents the earned portion of Roscommon's gross written premium for insurance policies written or assumed by Roscommon less ceded
written premium (any portion of Roscommon's gross written premium that is ceded to third-party reinsurers under Roscommon's
reinsurance agreements). The total net premium is deduction of acquisition cost from gross premium. The acquisition cost includes marketing
expense, underwriting fee carrier fee and premium tax. Premium revenue is recognized over the period that coverage is effective.

 Roscommon earns written premiums on a pro-rata basis over the term
of the policies.

 Roscommon receives revenue based on the quota shared net premium ceded
from to third-party reinsurers for the compensation reimbursement for Roscommon's acquisition and underwriting services. Excess
ceding commission over the cost of acquisition and underwriting expenses is included in Underwriting and other expenses. Roscommon earns
risk quota shared net premium commission on reinsurance premium ceded in a matter consistent with the recognition of the earned premium
on the underlying insurance policies, on a pro-rata basis over the terms of the policies reinsured. Roscommon records the portion of ceding
commission income expense which represents reimbursement of successful direct acquisition costs related to the underlying policies as
an offset to the applicable direct acquisition costs.

 Reinsurance

 In the normal course of business, the Company seeks to reduce its loss
exposure by reinsuring certain levels of risk with reinsurers. Reinsurance is accounted for in accordance with ASC 944. The Company
is party to quota share reinsurance agreements with reinsurers under which the reinsurer assumes an agreed percentage of the underlying
policies being reinsured and shares all premiums and incurred claims accordingly. All premiums and claims ceded under the Company's
quota share arrangements are shared proportionally with the Company's reinsurers, up to a claims limit specified in each agreement.
Ceded premium is expensed over the period that coverage is provided.

 F- 19

 Loss and loss adjustment expense reserve

 The reserves for LAE represent management's best estimate of
the ultimate cost of all reported and unreported loss incurred through the balance sheet date. Unpaid losses and LAE are based upon the
assumption that past developments, along with new information that becomes available to the Company, are appropriate indicators of future
events. The incurred but not reported ("IBNR") portion of unpaid loss and LAE is based on industry experience and other factors.
The methods of making such estimates and for establishing the resulting reserves are periodically reviewed and updated. Any resulting
adjustments are reflected as an adjustment loss from discontinued operations, net of income taxes on the accompanying Consolidated Statement
of Operations. Unpaid losses and LAE consist of the estimated ultimate cost of settling claims incurred within the reporting period (net
of related reinsurance recoverable), including IBNR claims, plus changes in estimates of prior period losses. The Company reports its
unpaid losses and LAE on an undiscounted basis.

 The estimation of the liability for unpaid losses and LAE is inherently
complex and subjective, especially in view of changes in the legal and economic environment, which impact the development of unpaid loss
and LAE, and therefore quantitative techniques frequently have to be supplemented by subjective considerations and managerial judgment.
In addition, trends that have affected development of liabilities in the past may not necessarily occur or affect liability development
to the same degree in the future. Therefore, there can be no assurance that the ultimate liability will not materially differ from amounts
reserved with a resulting material effect on the operating results of the Company.

 The unpaid loss and loss adjustment expense estimate is generally calculated
by first projecting the ultimate cost of all claims that have been incurred and then subtracting paid losses and estimated loss expenses.
Reported losses include cumulative paid losses and loss expenses plus case reserves. IBNR includes a provision for expected development
from reported claims and unreported claims.

 The historical data from competitor experience provides the factors
the Company uses in its actuarial analysis in estimating its loss and LAE reserves. These factors are measures over time of claims reported,
average case incurred amounts, case development, severity, and payment patterns. However, these factors cannot be directly used as they
do not take into consideration changes in business mix, claims management, and other subjective factors. The Company uses multiple actuarial
methods in determining its estimates of the ultimate unpaid claim liabilities. Each of these methods require judgment and assumptions.

 For each method, the Company used generally accepted actuarial standards
in determining that the reserves make adequate provisions, under commonly accepted actuarial concepts, for the unpaid claims and statutory
obligations of the Company. The Company has executed quota-share reinsurance treaties, ceding 80 % of all claims and retaining 20 %, the
Company also purchases excess of loss reinsurance coverage, losses are projected to the ultimate claims expense that exceeds net premium
earned and reserve provisions. amount to be paid. The Company then analyzes the results and may emphasize or de-emphasize some or all
of the outcomes to reflect actuarial judgment regarding their reasonableness in relation to supplementary information and operational
and industry changes. These outcomes are then aggregated to produce a single selected point estimate that is the basis for the actuary's
point estimate for loss reserve.

 Deferred policy acquisition costs, net of ceding commissions

 Incremental direct costs of acquiring insurance contracts and
certain costs related directly to the acquisition process are deferred and amortized over the term of the policies or reinsurance
contracts to which they relate. Those costs include commissions, certain marketing expenses, and premium taxes. Ceding commissions
relating to reinsurance agreements are recorded as a reimbursement for both deferrable and non-deferrable acquisition costs. The
portion of the ceding commission that is equal to the pro-rata share of acquisition costs based on quota share percentage is
recorded as an offset to the direct deferred acquisition costs. Any portion of the ceding commission that exceeds the deferable
acquisition costs of the business ceded is recorded as a deferred liability and amortized over the same period in which the related
premiums are earned. The amortization of deferred policy acquisition benefit is included in the income for discontinued operations
on the Consolidated Statements of Operations.

 F- 20

 A premium deficiency is recognized if the sum of expected losses and
LAE, unamortized acquisition costs, and policy maintenance costs exceeds the remaining unearned premiums. A premium deficiency would first
be recognized by charging any unamortized acquisition costs to expense to the extent required to eliminate the deficiency. If the premium
deficiency was greater than unamortized acquisition costs, a liability would be accrued for the excess deficiency. The Company does not
consider anticipated investment income when determining if a premium deficiency exists. There was no premium deficiency at December 31,
2022 nor as of the date of the sale of the Carrier.

 Capital and Surplus

 In accordance with the South Carolina Department of Insurance, Roscommon
is required to maintain capital and surplus of no less than $ 250,000. Capital and surplus are evaluated over time to ensure that it is
adequate and commensurate with the operations of Roscommon. Subsequent to the year ended December 31, 2022, and prior to the date
of sale of the Carrier, the capital and surplus was above the required minimum balance.

 No distribution can be made without prior approval of the Commissioner
of Insurance of the State of South Carolina. No distributions were approved or paid for the period from January 1, 2023 to May 31,
2023, the date of the sale of the Carrier (see Note 3).

 3. Discontinued

 At the end of May 2023, the Company's Founder, Chief Executive
Officer ("CEO") completed the sale of the Carrier for $ 500,000. The proceeds were paid directly to the CEO, therefore are
not reflected within the Company's financial statements. On this date, the Company has no continuing significant involvement in
the operations of Carrier and they are controlled by an independent third party. As such, the Company no longer holds a variable interest
in the Carrier.

 The Company followed the deconsolidation guidance of ASC 810,
 Consolidation, in order to record this transaction. Given that the Company did not hold an equity interest in the Carrier at any
time prior to sale, the Company did not record a gain or loss associated with the sale of Carrier within its consolidated statement of
operations for the year ended December 31, 2023.

 The accounting requirements for reporting the sale of Carrier as a
discontinued operation were met at the Closing Date due to the following:

 The sale of the Carrier represents a strategic shift for
the Company as the sale of Carrier eliminates the Company's captive insurance service and product offering,

 The Company will not continue to have significant involvement
in Carrier,

 Carrier would represent a separate operating and reportable
segment of the Company's business and the financial information of the Carrier is significant to the Company.

 Accordingly, the accompanying consolidated financial statements for
all periods presented reflect this group of assets and liabilities as discontinued operations.

 F- 21

 3. Discontinued
operations (cont.)

 The following table presents the amounts included in the discontinued
operations on the Company's Consolidated Statements of Operations for the five months ended May 31, 2023:

 Period from
 January 1,
 2023 to
 May 31,
 2023

 Net earned premiums

 $
 18,021,153

 940,915

 Ceded premiums earned

 ( 11,787,748
)

 7,174,320

 Expenses

 Losses and loss adjustment expenses

 2,580,972

 General and administrative expenses

 445,903

 Underwriting and other expense

 2,752,729

 Interest and other income

 ( 7,738
)

 Total expenses

 5,771,866

 Income before income tax expense

 $
 1,402,454

 78,800

 $

 The following table presents a summary of total operating and investing
cash flows of discontinued operations for the five months ended May 31, 2023:

 Period from
 January 1,
 2023 to
 May 31,
 2023

 Cash provided by operating activities

 5,168,376

 Cash used in investing activities

 —

 Cash provided by operating activities for the period from January 1,
2023 to May 31, 2023 was $ 5,168,376, resulting from net income from discontinued operations $ 1,481,254, offset by $ 78,800 in adjustments
for non-cash items deferred tax benefits and $ 3,765,922 of cash provided by changes in working capital.

 Cash used in investing activities was $0 for the period from January
1, 2023 to May 31, 2023.

 F- 22

 4. Notes Payable

 On December 28, 2023, the Company entered into a Promissory Note Agreement
with LEAZ Enterprises LLC, Series 2. Under this Promissory Note Agreement, the Company borrowed $ 1,650,000 in principal amount.
There is no interest on the loan, however there is a repayment premium of $ 495,000 finalized in January 2024 that is treated as interest
expense in financial statements of 2024. This repayment premium is accrued through the effective interest method from January 2024
through the date of maturity. The note matured on September 28, 2024 and the Company fully repaid the principal and repayment premium.
As of December 31, 2024 and December 31, 2023, the outstanding principal amount was $ 0 and $ 1,650,000, respectively.

 5. Loans
Receivable, Net

 On October 10, 2023, the Company entered into a Promissory Note Agreement
with Kang Youle Limited, unsecured lending. Under this Promissory Note Agreement, the Company agreed to lend $ 800,000 in principal
amount, which bears 8 % interest per annum. The note's maturity date is October 10, 2026. As of December 31, 2024 and December 31,
2023, the outstanding principal amount was $ 800,000. The Company accrued interest that is due and payable in the amount of $ 15,995 and
$ 15,999 as of December 31, 2024 and December 31, 2023, respectively. This amount is included within "Loans receivable,
net" on the consolidated balance sheets.

 Although not part of HIT's core business, the Company will strategically
invest its assets in a manner to maximize risk -adjusted return and promote shareholder wealth. The Company provided the promissory note
to Kang Youle Limited, an independent third party with access to a network of insurance sectors internationally.

 6. Stockholders'
Equity

 On June 4, 2024, the Company effected a 1.5-for-1 stock split of the
common stock. All share, restricted stock, stock options and per share information throughout this annual report has been retroactively
adjusted to reflect the stock split. The shares of common stock retain a par value of $ 0.001 per share.

 In November of 2021, the Company's inception, the Company issued
 1,500 shares of its Common Stock to the founders of the Company. These shares had a par value of $ 0.001, and entitled the holders to one
vote per share.

 In December of 2021, the Company amended its Articles of Incorporation
to authorize 50,000,000 shares of its Common Stock. As part of this amendment, the Company issued an additional 44,998,500 shares of its
Common Stock to certain executives of the Company. This resulted in a total of 45,000,000 shares of the Company's Common Stock,
with a par value of $ 0.001, being issued and outstanding as of December 31, 2021.

 In March of 2022, the Company again amended its Articles of
Incorporation to provide for two classes of Common Stock (Class A Common Stock and Class B Common Stock), as well as
authorize the issuance of Series A Convertible Preferred Stock. As part of the amendment to the Articles of Incorporation, the
Company is authorized to issue 50,000,000 shares of Class A Common Stock, 50,000,000 Shares of Class B Common Stock,
and 20,000,000 shares of Series A Convertible Preferred Stock. As part of this amendment, previously issued 45,000,000 shares
of Common Stock were split into 22,500,000 shares of Class A Common Stock and 22,500,000 shares of Class B Common Stock.
The Class A Common Stock, the Class B Common Stock, and the Series A Convertible Preferred Stock all have a par value
of $ 0.001.

 The Company accounted for the above transactions as a stock split under
ASC 505, Equity, as all existing shareholders at the time of this transaction received their pro rata portion of Class A
and Class B Common Stock. All periods have been retroactively adjusted to reflect the stock split.

 In November of 2022, the Company amended its Articles of Incorporation
to authorize an additional 100,000,000 shares of its Class A Common Stock, with a par value of $ 0.001. As part of this amendment,
the Company is now authorized to issue a total of 150,000,000 shares of its Class A Common Stock. Holders of Class A Common
Stock are entitled to one vote per share, and will vote collectively with the holders of Class B Common Stock and Series A Convertible
Preferred stock.

 In August of 2023, the Company received notice that the holders of
the Company's 6,769,358 Series A Convertible Preferred Stock voluntarily elected, in accordance with their respective conversion
rights, to convert their shares of Series A Convertible Preferred Stock on a one to one basis into Class A Common Stock. Given
that this was in accordance with the Series A Convertible Stockholders' conversion rights, no incremental expense was recognized
by the Company as a result of this conversion (see Note 7).

 On August 9, 2024, two holders of the Company's Class B Common Stock converted 10,800,000
shares of Class B Common Stock on a one to one basis into Class A Common Stock.

 On December 24, 2024, the Company completed its IPO in which it
issued and sold 2,300,000 shares of Class A common stock, at a public offering price of $ 4.00 per share. The Company
received net proceeds of $ 8,214,000 after deducting underwriting discounts and commissions of $ 986,000.

 The RSAs granted to employees under the Company's 2022 Equity
Incentive Plan all contain a vesting condition that is associated with a successful IPO, with certain of these awards having vesting conditions
that further require a certain duration of services from the grantee, or for the Company to meet certain performance metrics in order
to vest. In connection with the IPO, the Company issued an aggregate of 545,512 shares of Class A Common Stock, par value $ 0.001 per share,
to settle fully vested RSAs in December 2024 (see Note 11).

 As of December 31, 2024 and December 31, 2023, 42,914,870
and 29,269,358 shares of Class A Common Stock were issued and outstanding, respectively. As of December 31, 2024 and December 31,
2023, 11,700,000 and 22,500,000 shares of Class B Common Stock were issued and outstanding, respectively.

 F- 23

 6. Stockholders'
Equity (cont.)

 Holders of Class B Common Stock are entitled to ten votes per
share with holders of Class A Common Stock are entitled to one vote per share. Both classes of Common Stock will vote collectively
with the holders of Series A Convertible Preferred stock.

 Holders of Class A and Class B Common Stock are entitled
to dividends when, and if, declared at the discretion of the Company.

 7. Series A
Convertible Preferred Stock

 On June 4, 2024, the Company effected a 1.5-for-1 stock split of the
common stock. All share, restricted stock, stock options and per share information throughout this annual report has been retroactively
adjusted to reflect the stock split. The shares of common stock retain a par value of $ 0.001 per share.

 In August of 2023, the Company received notice that the holders of
the Company's 6,769,358 Series A Convertible Preferred Stock voluntarily elected, in accordance with their respective conversion
rights, to convert their shares of Series A Convertible Preferred Stock on a one to one basis into Class A Common Stock. Given
that this was in accordance with the Series A Convertible Stockholders' conversion rights, no incremental expense was recognized
by the Company because of this conversion.

 As of December 31, 2024 and December 31, 2023, the Company
had no Series A Convertible Preferred Stock.

 8. Commitments
and Contingencies

 Legal Proceedings

 From time to time, the Company is party to various litigation matters
incidental to the conduct of its business. The Company is not presently party to any legal proceedings the resolution of which it believes
would have a material adverse effect on its business, prospects, financial condition, liquidity, results of operation, cash flows or capital
levels.

 Leases

 The Company entered into a five-year lease for its corporate headquarters
in Stuart, Florida, commencing in November of 2022. The Company's real estate lease also includes executory costs such as common
area maintenance (non-lease component) and real estate taxes (not considered a component of the Company's lease). As a practical
expedient permitted under ASC 842, the Company has elected to account for the lease and non-lease components as a single lease component.
The rent-related expense for this lease was $ 83,247 for both the years ended December 31, 2024 and December 31, 2023. The Company
had no leases classified as short-term leases as of December 31, 2023. During the year ended December 31, 2024, the Company entered
into a 12-month short-term lease agreement with fixed rent payable monthly.

 The Company's office lease is classified as an operating lease.
At the inception date of the office lease, the Company recorded a right-of-use asset of $ 330,554 in operating lease right-of-use asset,
as well as an operating lease liability of $ 324,021. This lease liability represented the net present value of future lease payments for
the lease utilizing a discount rate of 10 %, which corresponded to the Company's incremental borrowing rate.

 During the years ended December 31, 2024 and December 31,
2023, the Company made cash payments of $ 81,358 and $ 78,988 for amounts included in the measurement of lease liabilities, respectively.

 The following table reconciles the undiscounted lease liabilities to
the total lease liabilities recognized on the Consolidated Balance Sheet as of December 31, 2024:

 2025

 83,798

 2026

 86,312

 2027

 66,180

 Total undiscounted lease liabilities

 $
 236,290

 Less effects of discounting

 ( 29,598
)

 Total lease liabilities

 $
 206,692

 The remaining lease term was 3 years and 4 years as of December 31,
2024 and of December 31, 2023, respectively.

 The discount rate used to determine the operating lease liability was
 10 % as of December 31, 2024 and December 31, 2023.

 F- 24

 9. Related Party Transactions

 Other receivables — related
party

 In 2023, the Company received $ 18,242 from the related party, which
was the advanced expense payment made for the related party in 2022. The amount due from the related party was $ 0 as of December 31,
2024 and 2023.

 10. Income Taxes

 During the years ended December 31, 2024 and December 31,
2023, the Company incurred $ 218,523 and $ 945,236 income tax expense, respectively.

 The Company's income tax provision consists of the following
for the years ended December 31, 2024 and 2023:

 2024

 2023

 Federal & State

 Current

 $
 311,827

 $
 811,749

 Deferred

 ( 93,304
)

 133,487

 Income tax provision

 $
 218,523

 $
 945,236

 The Company's net deferred tax assets and liabilities consisted
of the following as of December 31, 2024 and 2023:

 2024

 2023

 Deferred tax assets:

 Stock-based compensation

 47,585

 —

 Valuation allowance

 —

 —

 Total deferred tax assets, net of valuation allowance

 $
 47,585

 $
 —

 Deferred tax liabilities:

 Deferred Cost

 $
 —

 $
 ( 62,080
)

 Research & Development credits

 ( 376,261
)

 ( 359,900
)

 Total Deferred Tax Liabilities

 $
 ( 376,261
)

 $
 ( 421,980
)

 Total net deferred tax liabilities:

 $
 ( 328,676
)

 $
 ( 421,980
)

 As of December 31, 2024 and 2023, the Company had no U.S. federal
net operating loss carryforwards.

 The income tax expense recognized in each period differs from the amount
of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the years
ended December 31, 2024 and 2023 due to the following:

 2024

 2023

 Statutory federal income tax rate

 21.00
 %

 21.00
 %

 State taxes (net of federal benefit)

 3.22

 3.12

 Permanent difference

 0.68

 0.27

 Change in state effective tax rate

 —

 ( 0.13
)

 Other

 ( 0.32
)

 3.36

 Effective tax rate

 24.58
 %

 27.62
 %

 The Company's effective tax rate
for its continuing operations for the year ended December 31, 2024 was 24.58 %, which differs from the U.S. federal statutory
rate of 21 %, primarily due to state taxes, net of federal benefit and permanent difference.

 F- 25

 11. Stock-Based
Compensation

 2022 Equity Incentive Plan

 On June 4, 2024, the Company effected a 1.5-for-1 stock split of the
common stock. All share, restricted stock, stock options and per share information throughout this annual report has been retroactively
adjusted to reflect the stock split. The shares of common stock retain a par value of $ 0.001 per share.

 On December 21, 2022, the Company adopted and approved the Health
in Tech Equity Incentive Plan (the "2022 Plan"), which provides for the issuance of 4,501,683 shares of our Class A Common
Stock for purposes of attracting, retaining, and motivating key employees, directors, and consultants. The 2022 Plan provides for the
grant of incentive stock options, nonqualified stock options, restricted stock and restricted stock units. Upon the consummation of the
Company's initial public offering on December 24, 2024, the 2024 Equity Incentive Plan (the "2024 Plan") went into effect.
The terms of the 2022 Plan continue to govern the 1,145,182 shares of restricted stock and 2,320,505 options outstanding in the plan as
of December 31, 2024. There are no shares reserved for future issuance in the 2022 Plan.

 2024 Equity Incentive Plan

 On December 24, 2024, the Company adopted and approved the 2024 Plan.
The 2024 Plan is a comprehensive incentive compensation plan under which the Company can grant 7,677,849 shares of equity-based and other
incentive awards to officers, employees, directors, consultants and advisers. The purpose of the 2024 Plan is to help the Company attract,
motivate and retain such persons with awards under the 2024 Plan and thereby enhance shareholder value. The 2024 Plan provides for the
grant of stock options, stock appreciation rights, performance share awards, performance unit awards, distribution equivalent right awards,
restricted stock awards, restricted stock unit awards and unrestricted stock awards. As of December 31, 2024, no award was granted under
the 2024 Plan.

 During the year ended
December 31, 2022, the Company issued 361,650 RSAs ( 355,650 restricted stock awards remaining as of December 31, 2023 due to employee
termination), which have a five-year contractual term. These RSAs vest upon a successful initial public offering. Additionally, on July 1,
2023, the Company issued 631,532 RSAs and 2,220,505 stock options. During the year ended December 31, 2024, the Company issued 177,500
RSAs and 100,000 stock options. These share-based awards all contain a vesting condition that is associated with a successful initial
public offering, with certain of these awards having vesting conditions that further require a certain duration of services from the
grantee, or for the Company to meet certain performance metrics in order to vest.

 Given that all of the Company's share-based compensation have
a vesting condition that requires the Company to complete a successful IPO, the Company started to recognize the stock-based compensation
expense upon the completion of its IPO on December 24, 2024.

 Restricted Stock Awards

 The table below identifies the RSAs activity under the 2022 Plan for
the relevant periods presented:

 Numbers of
 RSAs

 Average
 Fair Value
 Per RSA

 Unvested as of December 31, 2023

 987,182

 $
 0.56

 Granted

 177,500

 1.51

 Vested

 ( 545,512
)

 0.46

 Canceled/Forfeited

 ( 19,500
)

 0.30

 Unvested as of December 31, 2024

 599,670

 $
 0.94

 F- 26

 11.
Stock-Based Compensation (cont.)

 As of December 31,
2024, there was $ 544,430 of unrecognized compensation cost, adjusted for estimated forfeitures based on historical data, related to non-vested
service-based RSAs. The RSAs are expected to be recognized over a weighted-average remaining requisite service period of 0.6 years, using
the straight-line method. The total fair value of the RSAs vested was $ 248,794 and $ 0 during the years ended December 31, 2024 and 2023,
respectively. The weighted-average grant-date fair value per share of RSAs granted was $ 1.51 and $ 0.71 during the years ended December
31, 2024 and 2023, respectively.

 Options

 The table below identifies the stock options activity under the 2022
Plan for the relevant periods presented:

 Outstanding
 stock options

 average
 exercise
 price

 average
 remaining
 contractual
 life (years)

 Aggregate
 intrinsic
 value

 Balance as of December 31, 2023

 2,220,505

 $
 0.71

 4.5

 $
 —

 Granted

 100,000

 1.80

 Exercised

 —

 —

 Canceled/Forfeited

 —

 —

 Balance as of December 31, 2024

 2,320,505

 $
 0.76

 3.5

 $
 10,669,746

 Vested as of December 31, 2024

 573,726

 $
 0.71

 3.5

 $
 2,664,957

 Vested and expected to vest as of December 31, 2024

 2,318,091

 $
 0.76

 3.5

 $
 10,658,533

 The intrinsic value of a stock option is calculated as the difference
between the per share exercise price of the underlying stock option award and the estimated per share fair value of the Company's
common stock at the measurement date before the IPO or the closing stock price on the last trading day in fiscal year since the IPO. There
were no stock options exercised during the years ended December 31, 2024 and 2023. The weighted-average fair value of options
granted during the years ended December 31, 2024 and 2023 was $ 0.83 and $ 0.31 per share, respectively. The total fair value
of options vested during the years ended December 31, 2024 and 2023 was $ 178,219 and $ 0, respectively.

 As of December 31, 2024, there was $ 575,313 of unrecognized compensation
cost, adjusted for estimated forfeitures based on historical data, related to non-vested service-based stock options, which is expected
to be recognized over a weighted-average remaining requisite service period of 0.6 years, using the straight-line method.

 The estimated fair value of stock options was calculated using the
Binomial option-pricing model, based on the following range of assumptions:

 2024

 2023

 Expected volatility

 %

 %

 Risk-free interest rate

 4.42
 %

 3.64
 %

 Exercise multiples

 2.80

 2.80

 Expected dividend yield

 —

 %

 —

 %

 Forfeited rates

 —

 %

 %

 Fair market value per common share

 1.80

 0.71

 Expected volatilities are based on historical volatilities of the
similar public companies' common shares over the respective expected term of the share-based awards. Risk-free interest rate is
based on the yield of U.S. Treasury Strips with maturity terms similar to the expected term on the share-based awards. The exercise multiples
are the share price multiples upon which the employees are likely to exercise share options. Fair market value per common share is the
market value of the Company's stocks on the grant date. The shares of common stock to be issued upon the exercise of stock options
are made available from authorized and unissued common stock.

 F- 27

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 us-gaap: RelatedPartyMember

 hit: TwoThousandTwentyTwoEquityIncentivePlanMember

 hit: TwoThousandTwentyTwoEquityIncentivePlanMember

 2022-12-21
 2022-12-21

 hit: TwoThousandTwentyTwoEquityIncentivePlanMember

 hit: TwoThousandTwentyTwoEquityIncentivePlanMember

 2022-01-01

 2023-07-01
 2023-07-01