As filed with the Securities and Exchange Commission on September 12, 2024.

Registration No. 333-[•]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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BrilliA Inc
(Exact name of registrant as specified in its charter)

Not Applicable
(Translation of Registrants name into English)

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220 Orchard Road
Unit 05-01, Midpoint Orchard
Singapore 238852
Tel: +65 6235 3388
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive office)

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Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, New York 10168
+800-221-0102
(Name, address, including zip code, and telephone number, including area code, of agent for service)

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Copies to:

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Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act. ☐

The term new or revised financial accounting standard refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The Registrant hereby files this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed or supplemented. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where such an offer or sale is not permitted.

This is an initial public offering of our Class A Ordinary Shares, US$0.00005 par value per share (the “Class A Shares”). We are offering, on a firm commitment engagement basis, 2,500,000 Class A Shares. We anticipate that the initial public offering price will be between US$4.00 and US$5.00 per Class A Share. For purposes of this prospectus, the assumed initial public offering price per share is $4.00, the low-end of the anticipated price range.

Prior to this offering, there has been no public market for our Class A Shares. We intend to list our Class A Shares on the NYSE American under the symbol “BRIA”. This offering is contingent upon the listing of our Class A Shares on the NYSE American. There can be no assurance that we will be successful in listing our Class A Shares on the NYSE American or another national securities exchange.

Our authorized share capital (including issued and outstanding shares) consists of 900,000,000 Class A Shares and 100,000,000 Class B ordinary shares of par value US$0.00005 per share (the “Class B Shares”). Each Class A Share is entitled to one (1) vote and each Class B Share is entitled to twenty (20) votes. Also, Class B Shares are not convertible into Class A Shares and vice versa, Class A Shares are not convertible into Class B Shares.

Unless otherwise indicated, all share amounts and per share amounts in this prospectus have been presented giving effect to a forward split of our Class A Shares and Class B Shares at a ratio of 1-for-2 and a surrender of 17,500,000 Class A Shares and 4,375,000 Class B Shares approved by our shareholders and board of directors on August 8, 2024.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Investing in our Class A Shares involves a high degree of risk, including the risk of losing your entire investment. See Risk Factors beginning on page 10 to read about factors you should consider before buying our Class A Shares.

We are an “Emerging Growth Company” and a “Foreign Private Issuer” under applicable U.S. federal securities laws and, as such, are eligible for reduced public company reporting requirements. Please see Implications of Our Being an Emerging Growth Company and Implications of Our Being a Foreign Private Issuer beginning on page 7 of this prospectus for more information.

We are a holding company that is incorporated in the Cayman Islands. As a holding company with no operations, we conduct all our operations through our subsidiaries in the BVI and Indonesia. The Class A Shares offered in this offering are shares of the holding company that is incorporated in the Cayman Islands.

TABLE OF CONTENTS

Until ______, 2024 (the 25th day after the date of this prospectus), all dealers that effect transactions in these Class A Shares, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as an underwriter and with respect to their unsold allotments or subscriptions.

ABOUT THIS PROSPECTUS

Neither we nor any of the underwriters have authorized anyone to provide you with any information or to make any representations other than as contained in this prospectus or in any related free writing prospectus. Neither we nor the underwriters take responsibility for, and provide no assurance about the reliability of, any information that others may give you. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities. Our business, financial condition, results of operations and prospects may have changed since that date.

For investors outside the United States: Neither we nor the underwriter have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction, other than the United States, where action for that purpose is required. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the Class A Shares and the distribution of this prospectus outside the United States.

We obtained statistical data, market data and other industry data and forecasts used in this prospectus from market research, publicly available information and industry publications. While we believe that the statistical data, industry data, forecasts and market research are reliable, we have not independently verified the data.

PRESENTATION OF FINANCIAL INFORMATION

Basis of Presentation

Unless otherwise indicated, all financial information contained in this prospectus is prepared and presented in accordance with the provisions of the International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

Certain amounts, percentages and other figures included in this prospectus have been subject to rounding adjustments. Accordingly, amounts, percentages and other figures shown as totals in certain tables or charts may not be the arithmetic aggregation of those that precede them and amounts and figures expressed as percentages in the text may not total 100% or, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

Our financial year ends on 31 March of each year. References in this prospectus to a financial year, such as “financial year 2024”, relate to our financial year ended 31 March of that calendar year.

Financial Information in U.S. Dollars

Our reporting currency is U.S. Dollars. This prospectus also contains translations of certain foreign currency amounts into U.S. dollars for the convenience of the reader. Unless otherwise stated, all translations of Indonesian Rupiah into U.S. dollars were made at US$1 to IDR15,853 for March 31, 2024 amounts, US$1 to IDR 15,062 for March 31, 2023 amounts and US$1 to IDR14,349 for March 31, 2022 amounts respectively, in accordance with our internal exchange rate. We make no representation that the Indonesian Rupiah or U.S. dollar amounts referred to in this prospectus could have been or could be converted into U.S. dollars or Indonesian Rupiah, as the case may be, at any particular rate or at all.

BrilliA, Bra Pro, BrilliA Singapore and MAP — Group Reorganization

As part of the reorganization, BrilliA was incorporated as a holding company to the entities Bra Pro, BrilliA Singapore and MAP. As BrilliA does not meet the definition of a “business” in accordance with IFRS 3 Business Combinations, the acquisition of a 99.99% equity interest in Bra Pro by BrilliA through a share exchange agreement executed on April 30, 2024, is not considered a business combination under IFRS 3 Business Combinations, but a share-based payment transaction, which will be accounted for in accordance with IFRS 2 Share-based payment. Based on the principle of reverse acquisition accounting by analogy, Bra Pro will be identified as the accounting acquirer, while BrilliA will be identified as the accounting acquiree. Consequently, upon completion of the acquisition, this transaction is accounted for in the consolidated financial statements of the legal parent (i.e. BrilliA) as a continuation of the financial statements of the legal subsidiary (i.e. Bra Pro) based on historical values. No deemed issue of shares by Bra Pro under IFRS 2 and any resulting listing expenses are recognized, as the effective equity interests in Bra Pro and the combined entity (i.e. BrilliA and Bra Pro) held by original shareholder of BrilliA are approximately the same before and after the acquisition. Further details of the reorganization involving BrilliA and Bra Pro, including the respective shareholdings of the shareholders are disclosed under the “History and Corporate Structure” section.

On December 5, 2023, BrilliA Holdings (Singapore) Pte Ltd (“BrilliA Singapore”) was incorporated as an investment holding company, merely to facilitate the indirect acquisition of MAP by BrilliA. Before the reorganization exercise, the sole shareholder of BrilliA Singapore was Mr. Koh Wah Seng Philip. On March 7, 2024, BrilliA Singapore consummated the acquisition of MAP pursuant to a share exchange arrangement in which Messrs. Salim and Nursalim Podiono assigned 99.99% of their shares in MAP to BrilliA Singapore, whereby Messrs. Salim and Nursalim Podiono in turn held 94.65% shares of BrilliA Singapore. On March 18, 2024, Mr. Koh Wah Seng Philip transferred his entire shareholding of 5.35% in BrilliA Singapore to Messrs. Salim and Nursalim, resulting in Messrs. Salim and Nursalim holding 80% and 20% equity interest respectively in BrilliA Singapore. Subsequently, BrilliA acquired a 100% equity interest in BrilliA Singapore through a separate share exchange agreement entered on April 30, 2024. These transactions resulted in BrilliA becoming the parent company of BrilliA Singapore, including its subsidiary, MAP.

The shareholding of Mr. Koh Wah Seng Philip in BrilliA Singapore was deemed transitory to facilitate the acquisition of MAP by BrilliA, whereby the shares were subsequently transferred to Messrs. Salim and Nursalim Podiono. As such, BrilliA, BrilliA Singapore and MAP were deemed to be under common control before and after the reorganization exercise, resulting in the reorganization exercise involving these entities being accounted for by applying the pooling of interest method of accounting and the consolidated financial statements of BrilliA have been accounted for as if the reorganization exercise had occurred from the date when these entities were under common control. Further details of the reorganization involving BrilliA, BrilliA Singapore and MAP, including the respective shareholdings of the shareholders are disclosed in under the “History and Corporate Structure” section.

This prospectus includes:

•        unaudited pro forma financial statements of BrilliA for the two years ended March 31, 2023 and 2024 presented in U.S. dollars (“USD”).

•        audited financial statements of Bra Pro for the two years ended March 31, 2023 and 2024 presented in U.S. dollars (“USD”), which is the functional currency and reporting currency.

•        audited financial statements of MAP for the two years ended March 31, 2023 and 2024 presented in Indonesian Rupiah (“IDR”), which is the functional and reporting currency. And, solely for the convenience of the reader, we are presenting a U.S. dollar convenience translation for the most recent fiscal year using a year-end translation rate of USD1.00 = IDR15,853 on March 31, 2024.

•        There are no historical financial statements of BrilliA for the financial year ended March 31, 2023 and 2024 since the Company is a holding company with no material assets, liabilities, revenues and has conducted no material business operations since its formation on July 14, 2023.

•        There are no historical financial statements of BrilliA Singapore for the financial year ended March 31, 2023 and 2024 since BrilliA Singapore has no material assets, liabilities, revenues and has conducted no material business operations since its formation on December 5, 2023.

MARKET AND INDUSTRY DATA

Certain market data and forecasts used throughout this prospectus were obtained from internal company surveys, market research, consultant surveys, reports of governmental and international agencies and industry publications and surveys including the Grand View Research, Inc., a third-party global research organization, commissioned by our Company. Industry publications and third-party research, surveys and reports generally indicate that their information has been obtained from sources believed to be reliable. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. Our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” in this prospectus.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that relate to our current expectations and views of future events. These forward-looking statements are contained principally in the sections entitled “Prospectus Summary,” “Risk Factors,” “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Industry Overview” and “Business.” These statements relate to events that involve known and unknown risks, uncertainties and other factors, including those listed under “Risk Factors,” which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, these forward-looking statements can be identified by words or phrases such as “believe”, “plan”, “expect”, “intend”, “should”, “seek”, “estimate”, “will”, “aim” and “anticipate”, or other similar expressions, but these are not the exclusive means of identifying such statements. All statements other than statements of historical facts included in this document, including those regarding future financial position and results, business strategy, plans and objectives of management for future operations (including development plans and dividends) and statements on future industry growth are forward-looking statements. In addition, we and our representatives may from time to time make other oral or written statements which are forward-looking statements, including in our periodic reports that we will file with the SEC, other information sent to our shareholders and other written materials.

These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual outcomes may differ materially from the information contained in the forward-looking statements as a result of a number of factors, including, without limitation, the risk factors set forth in “Risk Factors” and the following:

•        our business and operating strategies and our various measures to implement such strategies;

•        our operations and business prospects, including development and capital expenditure plans for our existing business;

•        changes in policies, legislation, regulations or practices in the industry and those countries or territories in which we operate that may affect our business operations;

•        our financial condition, results of operations and dividend policy;

•        changes in political and economic conditions and competition in the area in which we operate, including a downturn in the general economy;

•        the regulatory environment and industry outlook in general;

•        future developments in the fashion clothing industry and actions of our competitors;

•        catastrophic losses from man-made or natural disasters, such as fires, floods, windstorms, earthquakes, diseases, epidemics, other adverse weather conditions or natural disasters, war, international or domestic terrorism, civil disturbances and other political or social occurrences;

•        the loss of key personnel and the inability to replace such personnel on a timely basis or on terms acceptable to us;

•        our ability to execute our strategies;

•        changes in the need for capital and the availability of financing and capital to fund those needs;

•        our ability to anticipate and respond to changes in the markets in which we operate, and in client demands, trends and preferences;

•        exchange rate fluctuations, including fluctuations in the exchange rates of currencies that are used in our business;

•        changes in interest rates or rates of inflation; and

•        legal, regulatory and other proceedings arising out of our operations.

RISK FACTORS

Investing in our shares is highly speculative and involves a significant degree of risk. You should carefully consider the following risks, as well as other information contained in this prospectus, before making an investment in our Company. The risks discussed below could materially and adversely affect our business, prospects, financial condition, results of operations, cash flows, ability to pay dividends and the trading price of our shares. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, prospects, financial condition, results of operations, cash flows and ability to pay dividends, and you may lose all or part of your investment.

This prospectus also contains forward-looking statements having direct and/or indirect implications for our future performance. Our actual results may differ materially from those anticipated by these forward-looking statements due to certain factors, including the risks and uncertainties faced by us, as described below and elsewhere in this prospectus.

Risks Related to Our Business and Industry

We are dependent on our customers, and failure to successfully provide stylish and quality products to Bra Pro’s customers may materially and adversely affect our business and results of operations.

Providing stylish yet practical designs is a key factor in our customer’s purchasing decisions for brassiere. We are dedicated to consistently offering its customers products that are both stylish and of high quality. We derive a substantial portion of its revenues from sales of its brassiere in North America, and its success depends on our customer’s perception and acceptance of its products. If we are unable to successfully promote and maintain its customer relationships, our business and the results of operations may be materially and adversely affected. Any negative publicity or disputes in Hong Kong, North America or Indonesia regarding our Company and our management could materially and adversely affect our customer’s perception of our products which in turn could materially and adversely affect our business and results of operations.

There could be a potential conflict of interest between our controlling shareholder Mr. Salim and our Company in the future with respect to the license of DIANA brand.

With respect to the DIANA brand, there could be a potential conflict of interest between our controlling shareholder Mr. Salim and our Company in the future. As disclosed in the related party transactions section, the DIANA brand is licensed by MAP from PT Diana Mode Indonesia. Our controlling shareholder, Mr. Salim has a 25% beneficial interest in PT Diana Mode Indonesia, with his siblings Halim Podiono Taslim Podiono, and Nursalim Podiono each holding a 25% beneficial interest in PT Diana Mode Indonesia. Nursalim Podiono is also a shareholder of the Company. Mr. Salim is currently minimally involved in the day to day management and operations of the Company. Nonetheless, because of his extensive experience in the lingerie industry as the previous chief executive officer, the current management of the Company still looks to Mr. Salim for advice regarding the strategic direction of the Company and Mr. Salim consequently retains substantial influence with the current management of the Company. Post offering, Mr. Salim will perform supervisory duties through his role as the chairman of the board of directors and executive director of the Company. Therefore, after the expiry of the existing licensing agreement, Mr. Salim, by virtue of his influence and controlling interest company in the Company, may cause MAP to renew the existing licensing agreement on unfavorable terms or impair MAP’s ability to effectively exercise its contractual rights in the licensing agreement should there be a breach of these terms. Furthermore, due to his beneficial interest in PT Diana Mode Indonesia, Mr. Salim and Mr. Nursalim by virtue of their beneficial interest in PT Diana Mode Indonesia, will stand to benefit indirectly from the successful enhancement of the DIANA brand’s value. This improvement will not only increase the value of his indirect ownership in the DIANA brand through PT Diana Mode but also enhance PT Diana Mode’s capacity to negotiate higher licensing fees with the Company. Therefore, we cannot assure you that when conflicts of interest arise that Mr. Salim will act in the best interests of our Company, or such conflicts will be resolved in our favor. Currently, we do not have any arrangements to address potential conflicts of interest between Mr. Salim and our Company. If we cannot resolve any conflict of interest or dispute between us and Mr. Salim, we would have to rely on legal proceedings, which could result in disruption of our business and subject us to substantial uncertainty as to the outcome of any such legal proceedings.

Launching the DIANA Brand raises risks such as an erosion of trust and reputation with our customers, conflicts of interest with our customers, market fragmentation leading to reduced margins, customer alienation, and innovation stagnation.

•        Conflict of Interest between developing our Diana brand and servicing Bra Pro’s existing customers. Participation in direct competition with our existing customers could create a conflict of interest. We could prioritize the success of the DIANA brand above the interests of Bra Pro’s established customers, potentially leading to outcomes that are suboptimal for our existing customers, and eroding the trust Bra Pro has fostered with our customers over the years. Further, this conflict of interest could render us less receptive to valuable customer feedback. This erosion of trust may also impede our capacity for innovation and hinder our ability to promptly adapt to the evolving needs and preferences of Bra Pro’s customers.

•        Market Fragmentation:    The introduction of the DIANA brand into the markets where Bra Pro’s customers also operate in may contribute to heightened levels of competition between us and Bra Pro’s customers, consequently fostering market fragmentation and diminished profit margins, and disrupt the overall stability of the market environment.

•        Customer Alienation:    The launch of the DIANA brand carries the potential to encourage a migration of Bra Pro’s customers towards alternative options or competing entities that do not present a direct competitive threat. Such a scenario may result in the alienation of a segment of Bra Pro’s customer base, thereby impacting the Company’s market share and revenue streams.

Our business is subject to supply chain interruptions.

Bra Pro, through MAP, works with third-party suppliers for the manufacturing of the lingerie and other apparel products. These third-party suppliers in turn import, export, and transport many of the raw materials such as textile or foam pads from suppliers in PRC and Indonesia. The factors that can adversely affect Bra Pro’s operations include, but are not limited to:

•        interruptions to Bra Pro’s third-party suppliers delivery capabilities;

•        failure of third-party manufacturers to meet MAP’s quality control standards;

•        increasing transportation costs, shipping constraint or other factors that could impact cost, such as having to find more expensive service providers which may or may not be readily available; and

•        the COVID-19 and disruptions as a result of efforts to control or mitigate the pandemic (such as facility closures, governmental orders, outbreaks and/or transportation capacity).

As Bra Pro relies on diverse range of third-party suppliers, Bra Pro’s results of operations and capital resources have not been materially impacted by any supply chain interruptions to Bra Pro during the financial years ended March 31, 2023 and 2024. However, any increased costs from delays, cancellations, and insurance, or disruption to, or inefficiency in, the supply chain network of Bra Pro’s third-party service providers, whether due to geopolitical conflicts, COVID-19, outbreaks, or other factors, could affect our revenue and profitability.

Since the Covid-19 pandemic, Bra Pro’s third-party suppliers have begun further diversifying the sourcing of materials and accessories from alternative sources in Thailand, Taiwan, and Vietnam, as a safety measure in case of another pandemic or other natural disasters.

We are dependent on third-party contract manufacturers and raw material suppliers for the manufacturing of its lingerie and other apparel products.

We do not enter into any long-term contracts with third-party manufacturers. Instead we engage them on a case-by-case basis depending on our needs and requirements. There is no assurance that all or any of our third-party suppliers will continue to produce its lingerie and apparel products for our Company of the desired quality and quantity, in a timely manner and on terms commercially acceptable to our Company. Since we do not manufacture or produce any of our own lingerie and apparel products, we are entirely reliant on third-party suppliers’ product, and any disruption to our third-party suppliers’ production may inevitably have an impact on their ability to produce the lingerie and apparel products in line with our requirements. If any of our third-party suppliers terminate its business relationship with us

or if there were changes to the current business arrangements, we may be unable to source comparable alternative third-party manufacturers in a timely manner or on terms commercially acceptable to us. Any of the above may result in production delay which would adversely affect our ability to fulfil customer’s demand and in turn adversely affect our sales and profitability.

Further, as we have not entered into any long-term contract with any third-party raw material suppliers, the terms of services provided by them may also be susceptible to fluctuations with regard to pricing, timing and quality. Any increase in these factors may be passed on to us, might not be able to pass on all or any of the increase in costs to our customers, which may have material adverse effect on our financial performance.

Bra Pro historically has had substantial customer concentration, with a limited number of customers accounting for a substantial portion of our revenues.

Bra Pro’s top three customers accounted for 89.83% and 82.5% of revenues for the year ended March 31, 2023 and 2024. Bra Pro does not have long-term agreements with any of Bra Pro’s top three customers and their purchases are made on an order-by-order basis. Bra Pro’s business with its customers has been, and will likely continue to be, conducted based on the actual orders received from time to time. Bra Pro’s customers are not obligated in any way to continue placing orders with Bra Pro at the same or increasing levels, or at all. Bra Pro’s customers’ level of demand for Bra Pro’s products may fluctuate significantly from period to period. Such fluctuation is attributable mainly to changes in customer demand, including their business strategies, operational needs, product portfolio and interpretation of fashion trends. The loss of Bra Pro’s principal customer, or if Bra Pro is unable to attract new customers or if Bra Pro’s existing customers decrease their spending on the products Bra Pro offer, fail to make repeat purchases of Bra Pro’s products, will harm Bra Pro’s business, financial condition, results of operations, and growth prospects.

Any significant damage to our primary facility could have a material adverse effect on our results of operations.

We have one primary facility located in Jakarta Utara, Indonesia, in which we accommodate the primary departments including human resources, merchandising, finance, and the showroom for presenting our sample products to our customers, as well as housing essential facilities such as MAP’s customizable dummy prototypes utilized in brassiere design, technical drawing resources, quality control operations, wash lab facilities, and lab dip procedures of our brassieres. Power failures or disruptions, the breakdown, failure or substandard performance of equipment, and the destruction of buildings and other facilities due to fire or natural disasters such as flood, droughts or earthquakes would severely affect our ability to continue its operations. In the event of such disruptions, we may not be able to find suitable alternatives on a timely basis and at reasonable cost, which could have a material adverse effect on our business and results of operations.

We rely on our ability to design in response to changes in our consumers’ preference in a timely manner.

Our success is, to a significant extent, likely attributable to the ability of MAP’s design and product development teams to understand the brassiere and other clothing apparel markets and to design desirable products which are responsive and that keeps abreast with the changes in consumers’ preference. Due to the highly subjective nature of the apparels market and the rapid change in trends for brassiere and clothing apparel, MAP and Bra Pro may be unable to capture or predict the future fashion or color trend and continue to develop appealing designs for Bra Pro’s customers. If we fail to (i) capture, predict or respond timely to customers’ preference; or (ii) introduce appealing and commercially viable apparel designs in a timely manner, our business and results of operations may be adversely affected.

Our Company may be unable to successfully implement their business objectives and expansion plans may not be successful.

Our Company’s business objectives are accomplished by implementing various future business plans. Our future success likely depends on MAP’s ability to continually expand MAP’s base of third party manufacturers and broaden MAP’s product offerings. However, such expansion plan is formulated based on assumptions as to the occurrence of certain future events, which may or may not materialize, and thus it is subject to a series of uncertainties and risks, including but not limited to:

•        lack of sufficient capital financing and potential ongoing financial obligations;

•        failure to achieve the intended level of profitability;

•        delays or difficulties in securing suitable new third-party manufacturers; and

•        diversion of resources and management attention.

As such, there is no assurance that our expansion plans will materialize within the planned time frame, or at all, or that MAP and Bra Pro’s business objectives will be fully or partially accomplished. In the event that MAP and Bra Pro’s fail to accomplish their expansion plan or to do so in a timely manner, MAP and Bra Pro may not be able to achieve their planned future business growth and their operating results may be adversely affected.

Furthermore, in the realm of developing and marketing the DIANA-branded products, factors such as market acceptance, competition within the lingerie industry, and potential disruptions in the supply chain pose significant risks to us. Additionally, developing the online selling platform and providing a seamless user experience come with technology risks. As our Company venture into new markets with the opening of retail and pop-up outlets, they must navigate regulatory compliance, real estate considerations, and maintain brand consistency across the various physical locations. If our Company is unable to generate sufficient revenue from the business or their financial needs are larger than expected, our Company may need to raise funds from debt or equity financing means. Alternatively, we may need to make certain modifications to our current intended use of proceeds, which could have an adverse effect on their operations and future profitability.

Our Company also face the risk that their existing management staff, design and development capabilities, and internal control systems and other systems and procedures may be inadequate to support their expansion plan. If our Company fails to continue to improve their infrastructure, management or operational systems required to support our expansion plan, they may be unable to achieve our expansion objectives, and our business operations may be seriously harmed. Furthermore, their investment in other garment segments introduces diversification risks and requires careful resource allocation between the lingerie and other segments to capitalize on emerging opportunities effectively.

Our success depends upon our key management personnel.

Our Directors believe that our success depends, to a significant extent, on the capability, expertise and continued services of key members of our management team, including our executive Directors and other members of our management who have operational experience in our business. In particular, we rely on Mr. Kendrew, our Chief Executive Officer, who has over 28 years of experience in the lingerie and apparel industries. If we were to lose the services of Mr. Kendrew or any key member of our management team without a suitable replacement or were unable to attract new qualified members with suitable experience to join our management team as we continue to grow, the implementation of our business strategies may be affected, which could materially and adversely affect our business, results of operations and prospects.

We also rely on our employees, including experienced design and product development, sales and procurement personnel, for our daily operations and business expansion. We cannot assure you that we will be able to continue to attract and retain sufficiently skilled and experienced employees in the future. If we fail to recruit, retain, or train skilled employees, our business, results of operations and prospects could be materially and adversely affected.

If we are unable to maintain and protect our intellectual property, or if third parties assert that we infringe on their intellectual property rights, our business could suffer.

Our business depends, in part, on our ability to identify and protect proprietary information and other intellectual property such as MAP’s product designs. We rely on trade secrets, confidentiality policies, non-disclosure and other contractual arrangements and trademark laws to protect our intellectual property rights. However, we may not adequately protect these rights, and their disclosure to, or use by, third parties may harm our competitive position. Our inability to detect unauthorized use of, or to take appropriate or timely steps to enforce, MAP’s intellectual property rights may harm our business. Also, third parties may claim that Bra Pro or MAP’s business operations infringe on their intellectual property rights. These claims may harm our reputation, be a financial burden to defend, distract the attention of our management and prevent Bra Pro or MAP from offering some services. Intellectual property is increasingly stored or carried on mobile devices, such as laptop computers, which increases the risk of inadvertent disclosure if the mobile devices are lost or stolen, and the information has not been adequately safeguarded or encrypted. This also makes it easier for someone with access to Bra Pro or MAP’s systems, or someone who gains unauthorized access, to steal information and use it to our disadvantage.

Our business and operations may be affected by our ability to enter into or renew the existing license agreement for the DIANA Brand.

One of our key expansion initiatives would be to develop the DIANA brand of lingerie licensed by MAP. Please refer to the section entitled “Business — Develop the DIANA brand and distribution channels” of this prospectus for more information. In the future, once the DIANA brand is further developed, we may need to renew the existing license agreement to achieve continued growth of our business. There can be no assurance that this licensing agreement can be obtained or renewed on acceptable terms, or at all from PT Diana Mode. Specifically, this reliance on a related party poses several material risks to us:

•        Financial Dependency on license agreement.    If the DIANA license agreement is terminated, restricted, or not renewed, the Company will no longer be able to market and sell products under the DIANA brand. This could lead to a significant loss of anticipated revenues and could adversely affect our business operations and financial condition. While we are still in the process of implementing our developmental plans for the DIANA brand, and therefore the potential loss in revenue and other financial metrics cannot be directly quantifiable apart from the loss of the net offering proceeds, we anticipate that should such an event materializes, the Company would also have to face additional costs to negotiate a new license or develop as alternative brand, estimated to cost the Company a total sum comprising of 15% of the net offering proceeds and the licensing fee we incurred and will continue to incur in the licensing agreement with PT Diana Mode. Further, the Company would need to write off the investment made in developing and marketing the brand. This could amount to a loss of up to 15% of the net offering proceeds.

•        Accrual of benefits to Mr. Salim.    Part of the benefits of developing and marketing the DIANA brand may accrue to Mr. Salim rather than the Company. If the license is terminated or restricted, Mr. Salim may retain the developed brand equity, resulting in a loss of investment for the Company and no return on the resources spent on the brand development of DIANA to the Company.

•        Impact on other lines of business.    Investing a substantial portion of our resources in the DIANA brand might detract from our ability to invest in and develop other lines of business. If the DIANA brand does not perform as expected or the license is terminated, this could negatively affect our overall business strategy and future growth prospects. The loss of the DIANA brand could also disrupt our operations and require us to quickly pivot our strategy. Finding a new brand to develop or acquiring a different license could take significant time and resources, during which our market position and competitive advantage could weaken.

Further, any disputes with our licensing partner with respect to such agreements could narrow the scope of our rights to the relevant intellectual property, increase our obligations under such agreements or restrict our ability to develop and market the current product and service offerings. Any of these events could adversely impact MAP, and in turn our business, results of operations and financial conditions.

Our business and operations may be materially and adversely affected in the event of a re-occurrence of an outbreak of COVID-19 or of another pandemic of similar scale to COVID19.

The global pandemic outbreak of COVID-19 announced by the World Health Organization in early 2020 had disrupted MAP’s operations, and the operations of Bra Pro’s customers, Bra Pro’s suppliers and/or third-party contact manufacturers. During COVID-19, governments implemented policies which limit the mobility of the people, initiated social distancing and cutting the working hours in factories. There has also been a disruption in the supply chain due to limitation of vessels and aircrafts, manpower for the clearance, all of which resulted in a longer transportation lead time and impacted negatively on the freight cost and overall cost of goods sold. Disruption of supply chain planning had also resulted in panic buying and unusual higher demand in inventory level. If an outbreak of COVID-19 re-occurs or if Bra Pro’s customers, suppliers, and third-party contact manufacturers are forced to close down their businesses after prolonged disruptions to their operations, MAP may experience a delay or shortage of raw materials, supplies and/or services by our suppliers to execute the orders. In such event, MAP’s performance may be severely disrupted, which may have a material and adverse effect on Bra Pro’s business, financial condition, and results of operations. Therefore, our revenue and profitability in turn may also be materially affected if a reoccurrence of a COVID-19 outbreak or another pandemic materially affects the overall economic and market conditions in North America and the economic slowdown and/or negative business sentiment could potentially have an adverse impact on our business and operations.

We are exposed to risks arising from fluctuations of foreign currency exchange rates.

Our business is exposed to certain foreign currency exchange risks as our reporting currency is the United States dollar and our third-party contract manufacturers charges and supply chain operation cost is denominated in Indonesian Rupiah and United States dollar. To the extent that our Group’s sales and purchases and operating costs are not denominated in the same currency and to the extent that there are timing differences between invoicing and payment from our suppliers, we may be exposed to foreign currency exchange gains or losses arising from transactions in currencies other than our reporting currency.

Our business operations may be subject to seasonality.

Our results from operations are affected by seasonal fluctuations in demand for products by Bra Pro’s customers. We usually experience higher sales volume in the time leading in the summer. Moreover, sales of certain products are subject to seasonality by nature. For example, MAP’s summer collection of swimwear and strapless brasseries for the summer season. Accordingly, various aspects of Bra Pro and MAP’s operations, including sales, working capital and operating cashflow, are exposed to the risks associated with seasonal fluctuations in demand for MAP’s products pattern, and our quarterly or half-year results may not reflect our full-year results.

The effect and impact of the recently enacted Omnibus Law on job creation in Indonesia are not immediately known and subject to ongoing review.

On November 2, 2020, the Government of Indonesia issued the Omnibus Law under Law Number 2 of 2022 regarding Job Creation, which aims to attract investment, create new jobs, and stimulate the economy by, among other things, simplifying the licensing process and harmonizing various laws and regulations, and making policy decisions faster for the central government to respond to global or other changes or challenges. The Omnibus Law amended more than 75 laws and has issued at least 51 implementing regulations making the Omnibus Law one of the most sweeping regulatory reform in Indonesian history.

Following Constitutional Court Decision No. 91/PUU-XVIII/2020 dated November 25, 2021, Indonesia further enacted Government Regulation in Lieu of Law Number 2 of 2022 regarding Job Creation. In 2023, this regulation was incorporated into Law under Law No. 6 of 2023, stipulating Government Regulation No. 2 of 2022 in lieu of Law No. 11 of 2020 regarding Job Creation.

The Omnibus Law introduces a number of new concepts, including a new risk-based assessment (i.e. low, medium and high risks) in issuing licenses for businesses, removes foreign ownership restrictions in various industries, simplifies environmental assessment requirements and licensing procedures, and provides a more flexible manpower regulations. Given the extensive breadth of changes introduced by the Omnibus Law and pending of its implementing regulations, there are still uncertainties on whether the implementing regulations will have any impact on MAP’s business and operation in Indonesia. Therefore, MAP is subject to the potential risk that compliance with the Omnibus Law and its implementing regulations may be challenging and may potentially distract our management, and may also require us to alter operations, which in turn could potentially impact our results of operations.

Current political and social events in Indonesia may adversely affect our business.

Since 1998, Indonesia has experienced a process of democratic change, resulting in political and social events that have highlighted the unpredictable nature of Indonesia’s changing political landscape. In 1999, Indonesia conducted its first free elections for representatives in parliament. In 2004, 2009, 2014, and 2019 elections were held in Indonesia to elect the President, Vice-President and representatives in parliament. Indonesia also has many political parties, without any one party holding a clear majority. Due to these factors, Indonesia has, from time to time, experienced political instability, as well as general social and civil unrest. For example, since 2000, thousands of Indonesians have participated in demonstrations in Jakarta and other Indonesian cities both for and against former presidents Abdurrahman Wahid, Megawati Soekarnoputri and Susilo Bambang Yudhoyono and current President Joko Widodo as well as in response to specific issues, including fuel subsidy reductions, privatization of state assets, anti-corruption measures, decentralization and provincial autonomy, and the American-led military campaigns in Afghanistan and Iraq. Although these demonstrations were generally peaceful, some turned violent. In February 2024, Indonesia held elections for the President, Vice President, and representatives in parliament. It is fair to expect that this may potentially cause policy changes in various sectors, including our operation in Indonesia.

Furthermore, separatist movements and clashes between religious and ethnic groups have also resulted in social and civil unrest in parts of Indonesia, such as Aceh in the past and in Papua currently, where there have been clashes between supporters of those separatist movements and the Indonesian military, including continued activity in Papua, by separatist rebels that has led to violent incidents. There have also been inter-ethnic conflicts, for example in Kalimantan, as well as inter-religious conflict such as in Maluku and Poso.

Furthermore, labor issues have gained prominence in Indonesia. In 2003, the government enacted a new labor law that offered enhanced protections for employees. Periodic attempts to diminish these protections have sparked public protests as workers reacted to unfavorable policies. Also, these protests have recently arisen due to regulations seen as detrimental to them under the Omnibus Law, which significantly amended the 2003 labor law.

As a result, there can be no assurance that social, political and civil disturbances will not occur in the future and on a wider scale, or that any such disturbances will not, directly or indirectly, materially and adversely affect MAP’s business, financial condition, results of operations and prospects.

Indonesia effectively conducted its general election in February 2024. The outcome of the 2024 Indonesian general election could have significant implications for foreign investment, extending beyond mere political considerations. The results of the election, along with subsequent policy adjustments and regulatory changes, are likely to influence investor sentiment, sector-specific dynamics, and Indonesia’s attractiveness as an investment destination.

Deterioration of political, economic and security conditions in Indonesia may adversely affect our operations and financial results.

Any major hostilities involving Indonesia, a substantial decline in the prevailing regional security situation or the interruption or curtailment of trade between Indonesia and its present trading partners could have a material adverse effect on MAP’s operations and, as a result, our financial results.

Prolonged and/or widespread regional conflict in the Southeast Asia could have the following results, among others:

•        capital market reassessment of risk and subsequent redeployment of capital to more stable areas making it more difficult for MAP to obtain financing for potential development projects;

•        security concerns in Indonesia, making it more difficult for MAP’s personnel or supplies to enter or exit the country;

•        security concerns leading to evacuation of MAP’s personnel; and

Loss of property and/or interruption of MAP and our business plans resulting from hostile acts could have a significant negative impact on our earnings and cash flow. In addition, we may not have enough insurance to cover any loss of property or other claims resulting from these risks.

Terrorist activities in Indonesia could destabilize Indonesia, which would adversely affect MAP and our business, financial condition and results of operations, and the market price of our securities.

There have been a number of terrorist incidents in Indonesia, including the May 2005 bombing in Central Sulawesi, the Bali bombings in October 2002 and October 2005 and the bombings at the JW Marriot and Ritz Carlton hotels in Jakarta in July 2009, which resulted in deaths and injuries. On January 14, 2016, several coordinated bombings and gun shootings occurred in Jalan Thamrin, a main thoroughfare in Jakarta, resulting in a number of deaths and injuries.

Although the Government has successfully countered some terrorist activities in recent years and arrested several of those suspected of being involved in these incidents, terrorist incidents may continue and, if serious or widespread, might have a material adverse effect on investment and confidence in, and the performance of, the Indonesian economy and may also have a material adverse effect on MAP and our business, financial condition, results of operations and prospects and the market price of our securities.

Fluctuations in the value of the Indonesian Rupiah may materially and adversely affect us.

Whilst our functional currency is the U.S. Dollar, depreciation and volatility of the Indonesian Rupiah could potentially affect MAP and in turn, our business. A sharp depreciation of Indonesian Rupiah may potentially create difficulties in purchasing imported goods and services which are critical for MAP’s operation. As shown during the Asian monetary crisis in 1998, imported goods became scarce as suppliers often chose to keep their stocks in anticipation of further deterioration of the Indonesian Rupiah.

In addition, while the Indonesian Rupiah has generally been freely convertible and transferable, from time to time, Bank Indonesia has intervened in the currency exchange markets in furtherance of its policies, either by selling Indonesian Rupiah or by using its foreign currency reserves to purchase Indonesian Rupiah. We can give no assurance that the current floating exchange rate policy of Bank Indonesia will not be modified or that the Government will take additional action to stabilize, maintain or increase the Indonesian Rupiah’s value, or that any of these actions, if taken, will be successful. Modification of the current floating exchange rate policy could result in significantly higher domestic interest rates, liquidity shortages, capital or exchange controls, or the withholding of additional financial assistance by multinational lenders. This could result in a reduction of economic activity, an economic recession or loan defaults, and as a result, MAP may also face difficulties in funding MAP’s capital expenditures and in implementing their business strategy. Any of the foregoing consequences could have a material adverse effect on our business, financial condition, results of operations and prospects.

Indonesia is vulnerable to natural disasters and events beyond our control, which could adversely affect our business and operating results.

Many parts of Indonesia, including areas where MAP and our third-party contract manufacturers operate, are prone to natural disasters such as floods, lightning strikes, cyclonic or tropical storms, earthquakes, volcanic eruptions, droughts, power outages and other events beyond MAP’s control. The Indonesian archipelago is one of the most volcanically active regions in the world as it is located in the convergence zone of three major lithospheric plates. It is subject to significant seismic activity that can lead to destructive earthquakes, tsunamis or tidal waves. Flash floods and more widespread flooding also occur regularly during the rainy season from November to April. Cities, especially Jakarta, are frequently subject to severe localized flooding which can result in major disruption and, occasionally, fatalities. Landslides regularly occur in rural areas during the wet season. From time to time, natural disasters have killed, affected or displaced large numbers of people and damaged our equipment. We cannot assure you that future natural disasters, such as the spread of the novel coronavirus, will not have a significant impact on MAP, us, or Indonesia or its economy. A significant earthquake, other geological disturbance or weather-related natural disaster in any of Indonesia’s more populated cities and financial centers could severely disrupt the Indonesian economy and undermine investor confidence, thereby materially and adversely affecting our business, financial condition, results of operations and prospects.

We may be affected by uncertainty in the balance of power between local governments and the central government in Indonesia.

Indonesian Law No. 25 of 1999 regarding Fiscal Decentralization and Law No. 22 of 1999 regarding Regional Autonomy were passed by the Indonesian parliament in 1999 and further implemented by Government Regulation No. 38 of 2007. Law No. 22 of 1999 was later revoked and replaced by the provisions on regional autonomy in Law No. 32 of 2004, amended by Law No. 8 of 2005 and Law No. 12 of 2008. Law No. 32 of 2004 and its amendments were eventually superseded by Law No. 23 of 2014 regarding Regional Autonomy as amended by Government Regulation in Lieu of Law No. 2 of 2014, Law No. 2 of 2015, and Law No. 9 of 2015. Simultaneously, Law No. 25 of 1999, which initially addressed fiscal balance between the central and regional governments, was replaced by Law No. 33 of 2004 regarding the Fiscal Balance between the Central and the Regional Governments. Finally, the most recent amendment came with Law No. 1 of 2022, which focuses on the financial relationship between the central government and local governments. Currently, there is uncertainty in respect of the balance between the local and the central governments and the procedures for renewing licenses and approvals and monitoring compliance with environmental regulations. In addition, some local authorities have sought to levy additional taxes or obtain other contributions. There can be no assurance that a balance between local governments and the central government will be effectively established or that our business, financial condition, results of operations and prospects will not be adversely affected by dual compliance obligations and further uncertainty as to legal authority to levy taxes or promulgate other regulations affecting our business.

Risks Related to Our Securities and This Offering

An active trading market for our Class A Shares may not be established or, if established, may not continue and the trading price for our Class A Shares may fluctuate significantly.

We cannot assure you that a liquid public market for our Class A Shares will be established. If an active public market for our Class A Shares does not occur following the completion of this offering, the market price and liquidity of our shares may be materially and adversely affected. The public offering price for our shares in this offering was determined by negotiation between us and the underwriter based upon several factors, and we can provide no assurance that the trading price of our shares after this offering will not decline below the public offering price. As a result, investors in our shares may experience a significant decrease in the value of their shares.

We may not maintain the listing of our Class A Shares on the NYSE American which could limit investors’ ability to make transactions in our Class A Shares and subject us to additional trading restrictions.

We intend to list our Class A Shares on the NYSE American concurrently with this offering. In order to continue listing our shares on the NYSE American, we must maintain certain financial and share price levels and we may be unable to meet these requirements in the future. We cannot assure you that our shares will continue to be listed on the NYSE American in the future.

If the NYSE American delists our Class A Shares and we are unable to list our shares on another national securities exchange, we expect our shares could be quoted on an over-the-counter market in the United States. If this were to occur, we could face significant material adverse consequences, including:

•        a limited availability of market quotations for our Class A Shares;

•        reduced liquidity for our Class A Shares;

•        a determination that our Class A Shares are “penny stock,” which will require brokers trading in our shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our Class A Shares;

•        a limited amount of news and analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

As long as our Class A Shares are listed on the NYSE American, U.S. federal law prevents or pre-empts the states from regulating their sale. However, the law does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar their sale. Further, if we were no longer listed on the NYSE American, we would be subject to regulations in each state in which we offer our shares.

The trading price of our Class A Shares may be volatile, which could result in substantial losses to investors.

The trading price of our Class A Shares may be volatile and could fluctuate widely due to factors beyond our control. This may happen because of the broad market and industry factors, like the performance and fluctuation of the market prices of other companies with business operations located mainly in Indonesia have listed their securities in the United States. In addition to market and industry factors, the price and trading volume for our shares may be highly volatile for factors specific to our own operations, including the following:

•        fluctuations in our revenues, earnings and cash flow;

•        changes in financial estimates by securities analysts;

•        additions or departures of key personnel;

•        release of lock-up or other transfer restrictions on our outstanding equity securities or sales of additional equity securities; and

•        potential litigation or regulatory investigations

Any of these factors may result in significant and sudden changes in the volume and price at which our shares will trade.

In the past, shareholders of public companies have often brought securities class action suits against those companies following periods of instability in the market price of their securities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations and require us to incur significant expenses to defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.

We may experience extreme stock price volatility, including any stock-run up, unrelated to our actual or expected operating performance, financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Class A Shares.

In addition to the risks addressed above, our Class A Shares may be subject to extreme volatility that is seemingly unrelated to the underlying performance of our business. In particular, our Class A Shares may be subject to rapid and substantial price volatility, low volumes of trades and large spreads in bid and ask prices, given that we will have relatively small public floats after this offering. Such volatility, including any stock-run up, may be unrelated to our actual or expected operating performance, financial condition or prospects.

Holders of our Class A Shares may also be unable to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our Class A Shares. As a result of this volatility, investors may experience losses on their investment in our Class A Shares. Furthermore, the potential extreme volatility may confuse the public investors of the value of our stock, distort the market perception of our stock price and our company’s financial performance and public image, negatively affect the long-term liquidity of our Class A Shares, regardless of our actual or expected operating performance. If we encounter such volatility, including any rapid stock price increases and declines seemingly unrelated to our actual or expected operating performance and financial condition or prospects, it will likely make it difficult and confusing for prospective investors to assess the rapidly changing value of our Class A Shares and understand the value thereof.

If securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations regarding our Class A Shares, the market price for our Class A Shares and trading volume could decline.

The trading market for our shares will be influenced by research or reports that industry or securities analysts publish about our business. If one or more analysts downgrade our shares, the market price for our shares would likely decline. If one or more of these analysts cease to cover us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the market price or trading volume of our shares to decline.

Because we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of our Class A Shares for a return on your investment.

We currently intend to retain all of our available funds and any future earnings after this offering to fund the development and growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our shares as a source for any future dividend income. Our board of Directors has complete discretion as to whether to distribute dividends, subject to certain requirements of Indonesia, Cayman Islands and BVI laws, as the case may be. Even if our board of Directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiary, our financial condition, contractual restrictions and other factors as determined by our board of Directors. Accordingly, the return on your investment in our Class A Shares will likely depend entirely upon any future price appreciation of our Class A Shares. There is no guarantee that our Class A Shares will appreciate in value after this offering or even maintain the price at which you purchased our shares. You may not realize a return on your investment in our shares and you may even lose your entire investment.

The sale or availability for sale of substantial amounts of our Class A Shares could adversely affect their market price.

Sales of substantial amounts of our Class A Shares in the public market after the completion of this offering, or the perception that these sales could occur could adversely affect the market price of our shares and could materially impair our ability to raise capital through equity offerings in the future. Prior to the sale of our shares in this offering, we have 22,500,000 Class A Shares outstanding. The shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act. There will be 25,000,000 Class A Shares outstanding immediately after this offering. In connection with this offering, our directors and officers named in the section “Management,” have agreed not to sell any shares until six months after the date of the underwriting agreement without the prior written consent of the representative of the underwriters, subject to certain exceptions, unless the underwriters release these securities from these restrictions. We cannot predict what effect, if any, the availability of these securities for future sale will have on the market price of our shares. See “Underwriting” and “Shares Eligible for Future Sale” for a more detailed description of the restrictions on selling our securities after this offering.

Short selling may drive down the market price of our Class A Shares.

Short selling is the practice of selling shares that the seller does not own but rather has borrowed from a third party with the intention of buying identical shares back at a later date to return to the lender. The short seller hopes to profit from a decline in the value of the shares between the sale of the borrowed shares and the purchase of the replacement shares, as the short seller expects to pay less in that purchase than it received in the sale. As it is in the short seller’s interest for the price of the shares to decline, many short sellers publish, or arrange for the publication of, negative opinions and allegations regarding the relevant issuer and its business prospects in order to create negative market momentum and generate profits for themselves after selling the shares short. These short attacks have, in the past, led to the selling of shares in the market. If we were to become the subject of any unfavorable publicity, whether such allegations are proven to be true or untrue, we could have to expend a significant amount of resources to investigate such allegations and/or defend ourselves. While we would strongly defend against any such short seller attacks, we may be constrained in the manner in which we can proceed against the relevant short seller by principles of freedom of speech, applicable state law or issues of commercial confidentiality.

Because our public offering price per share is substantially higher than our net tangible book value per share, you will experience immediate and substantial dilution.

If you purchase shares in this offering, you will pay substantially more than our net tangible book value per share. As a result, you will experience immediate and substantial dilution of US$3.37 per share, representing the difference between our as pro forma adjusted net tangible book value per share of US$0.63 as of March 31, 2024, after giving effect to the reorganization of the Company, Bra Pro and MAP, and the net proceeds to us from this offering, assuming no change to the number of shares offered by us as set forth on the cover page of this prospectus and an assumed public offering price of US$4.00 per share (being the low end of the initial public offering price range). See “Dilution” for a more complete description of how the value of your investment in our shares will be diluted upon the completion of this offering.

You must rely on the judgment of our management as to the uses of the net proceeds from this offering, and such uses may not produce income or increase our share price.

We intend to use the net proceeds of this offering as set out in “Use of Proceeds.” However, our management will have considerable discretion in the application of the net proceeds received by us in this offering. You will not have the opportunity, as part of your investment decision, to assess whether proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not improve our efforts to achieve or maintain profitability or increase our share price. The net proceeds from this offering may be placed in investments that do not produce income or that lose value.

If we are classified as a passive foreign investment company, United States taxpayers who own our securities may have adverse United States federal income tax consequences.

We are a non-U.S. corporation and, as such, we will be classified as a passive foreign investment company, which is known as a PFIC, for any taxable year if, for such year, either:

•        At least 75% of our gross income for the year is passive income; or

•        The average percentage of our assets (determined at the end of each quarter) during the taxable year that produce passive income or that are held for the production of passive income is at least 50%.

Passive income generally includes dividends, interest, rents, royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets.

If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. taxpayer who holds our securities, the U.S. taxpayer may be subject to increased U.S. federal income tax liability and may be subject to additional reporting requirements.

While we do not expect to become a PFIC, because the value of our assets for purposes of the asset test may be determined by reference to the market price of our Class A Shares, fluctuations in the market price of our Class A Shares may cause us to become a PFIC for the current or subsequent taxable years. The determination of whether we will be or become a PFIC will also depend, in part, on the composition of our income and assets. If we determine not to deploy significant amounts of cash for active purposes, our risk of being a PFIC may substantially increase. Because there are uncertainties in the application of the relevant rules and PFIC status is a factual determination made annually after the close of each taxable year, there can be no assurance that we will not be a PFIC for the current taxable year or any future taxable year.

For a more detailed discussion of the application of the PFIC rules to us and the consequences to U.S. taxpayers if we were determined to be a PFIC, see “Material Tax Considerations — Passive Foreign Investment Company Considerations.”

As a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from NYSE American corporate governance listing standards. These practices may afford less protection to shareholders than they would enjoy if we complied fully with NYSE American corporate governance listing standards.

As a foreign private issuer that has applied to list our Class A Shares on the NYSE American, we rely on a provision as per Section 110 read in conjunction with Section 809 of the NYSE American Company Guide that allows us to follow Cayman Islands law with regard to certain aspects of corporate governance. This allows us to follow certain corporate governance practices that differ in significant respects from the corporate governance requirements applicable to U.S. companies listed on the NYSE American.

Following this offering, we will rely on home country practice to be exempted from certain of the corporate governance requirements of the NYSE American, namely (i) there will not be a necessity to have regularly scheduled executive sessions with independent Directors; and (ii) there will be no requirement for the Company to obtain shareholder approval prior to an issuance of securities in connection with (a) the acquisition of stock or assets of another company; (b) equity-based compensation of officers, directors, employees or consultants; (c) a change of control; and (d) transactions other than public offerings.

Our controlling shareholder has substantial influence over the Company. Its interests may not be aligned with the interests of our other shareholders, and it could prevent or cause a change of control or other transactions.

Immediately prior to the completion of this offering, the controlling shareholder, Mr. Salim directly control an aggregate of approximately 63.1% and 100% of our issued and outstanding Class A Shares and Class B Shares, respectively. Upon completion of this offering, Mr. Salim will, directly control approximately 56.8% and 100% of our issued and outstanding Class A Shares and Class B Shares, respectively.

Additionally, as discussed above under “Risks Related to Our Business and Industry — There could be a potential conflict of interest between our controlling shareholder Mr. Salim and our Company in the future with respect to the license of DIANA brand”, while Mr. Salim is minimally involved in the day to day management and operations

of the Company, because of his extensive experience in the lingerie industry as the previous chief executive officer, the current management of the Company still looks to Mr. Salim for advice regarding the strategic direction of the Company and Mr. Salim consequently retains substantial influence with the current management of the Company. Accordingly, our controlling shareholder will have considerable influence or control over the outcome of any corporate transactions or other matters submitted to the shareholders for approval, including (i) mergers, consolidations, (ii) the election or removal of Directors, (iii) the sale of all or substantially all of our assets, (iv) making amendments to our Amended and Restated Memorandum and Articles of Association, (v) whether to issue additional shares, including to him, (vi) employment, including compensation arrangements, and (vii) the power to prevent or cause a change in control. The interests of our largest shareholder may differ from the interests of our other shareholders. Without the consent of our controlling shareholder, we may be prevented from entering into transactions that could be beneficial to us or our other shareholders. The concentration in the ownership of our shares may cause a material decline in the value of our shares. For more information regarding our principal shareholders and their affiliated entities, see “Principal Shareholders”.

Our controlling shareholder may have potential conflicts of interest with us, which may materially and adversely affect our business and financial condition.

Because our controlling shareholder has control over our corporate matters, his interests may differ from the interests of our Company as a whole and other shareholders. Our controlling shareholder could, for example, appoint directors and management without the requisite experience, relations or knowledge to steer our company properly because of their affiliations or loyalty, and such actions may materially and adversely affect our business and financial condition. Furthermore, he could cause our Company to enter into related party transactions with other entities he has an interest in at unfavourable terms to our Company. Currently, we do not have any arrangements to address potential conflicts of interest between the shareholder and our company. If we cannot resolve any conflict of interest or dispute between us and the shareholders, we would have to rely on legal proceedings, which could disrupt our business and subject us to substantial uncertainty as to the outcome of any such legal proceedings.

As a “controlled company” under the rules of NYSE American, we may choose to exempt our Company from certain corporate governance requirements that could have an adverse effect on our public shareholders.

Our directors and officers beneficially own a majority of the voting power of our issued and outstanding Class A Shares. Under the NYSE American Company Guide, 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 may elect not to comply with certain corporate governance requirements, including the requirement that a majority of our directors be independent, as defined in NYSE American Rules, and the requirement that our compensation and nominating and corporate governance committees consist entirely of independent directors. Although we do not intend to rely on the “controlled company” exemption under NYSE American Company Guide, we could elect to rely on this exemption in the future. If we elect to rely on the “controlled company” exemption, 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, during any time while we remain a controlled company relying on the exemption 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 shareholders of companies that are subject to all of NYSE American corporate governance requirements. Our status as a controlled company could cause our Class A Shares to look less attractive to certain investors or otherwise harm our trading price.

You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law.

We are an exempted company incorporated under the laws of the Cayman Islands with limited liability. Our corporate affairs are governed by our Amended and Restated Memorandum and Articles of Association, the Companies Act and the common law of the Cayman Islands. The rights of shareholders to take action against our Directors and us, actions by minority shareholders and the fiduciary duties of our Directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law. Decisions of the Privy Council (which is the final Court of Appeal for British overseas territories such as the Cayman Islands) are binding on a court in the Cayman Islands. Decisions of the English courts, and particularly the Supreme Court and the Court of Appeal, are which are generally of persuasive authority, but are not binding, on a court in the

Cayman Islands. Decisions of courts in other Commonwealth jurisdictions are similarly of persuasive but not binding authority. The rights of our shareholders and the fiduciary duties of our Directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands have a different body of securities laws than the United States, and provide significantly less protection to investors. In addition, Cayman Islands companies may not have the standing to initiate a shareholder derivative action in a federal court of the United States. There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will generally recognize and enforce a judgment of a foreign court of competent jurisdiction without retrial on the merits, provided such judgment imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given; is final; is not in respect of taxes, a fine or a penalty; and was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or public policy of the Cayman Islands.

Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than the Amended and Restated Memorandum and Articles of Association) or to obtain copies of lists of shareholders of these companies. Subject to the foregoing, our Directors are not required under our Amended and Restated Memorandum and Articles of Association to make our corporate records available for inspection by our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder resolution or to solicit proxies from other shareholders in connection with a proxy contest.

Certain corporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for companies incorporated in other jurisdictions such as U.S. states. Currently, we plan to rely on home country practice with respect to any corporate governance matter. Accordingly, our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.

As a result of all of the above, shareholders may have more difficulty in protecting their interests in the face of actions taken by our management, members of the board of Directors or controlling shareholders than they would as shareholders of a company incorporated in a U.S. state. For a discussion of significant differences between the provisions of the Companies Act and the laws applicable to companies incorporated in a U.S. state and their shareholders, see “Certain Cayman Islands Company Considerations — Differences in Corporate Law.”

We are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.

We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various requirements applicable to other public companies that are not emerging growth companies including, most significantly, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act for so long as we are an emerging growth company. As a result, if we elect not to comply with such auditor attestation requirements, our investors may not have access to certain information they may deem important.

The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such 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 have elected to take advantage of the extended transition period, although we have adopted certain new and revised accounting standards based on transition guidance permitted under such standards earlier. As a result of this election, our future financial statements may not be comparable to other public companies that comply with the public company effective dates for these new or revised accounting standards.

We are a foreign private issuer within the meaning of the Exchange Act, and as such we are exempt from certain provisions applicable to United States domestic public companies.

Because we are a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including:

•        the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC;

•        the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act;

•        the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and

•        the selective disclosure rules by issuers of material non-public information under Regulation FD.

We will be required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, we intend to publish our financial results on a semi-annual basis through press releases distributed pursuant to the rules and regulations of the NYSE American. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you if you were investing in a U.S. domestic issuer.

We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses to us.

As discussed above, we are a foreign private issuer, and therefore, we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last Business Day of an issuer’s most recently completed second fiscal quarter, and, accordingly, the next determination will be made with respect to us on September 30, 2024. In the future, we would lose our foreign private issuer status if (1) more than 50% of our outstanding voting securities are owned by U.S. residents and (2) a majority of our Directors or Executive Officers are U.S. citizens or residents, or we fail to meet additional requirements necessary to avoid the loss of foreign private issuer status. If we lose our foreign private issuer status, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. We will also have to comply with U.S. federal proxy requirements, and our officers, Directors and 10% shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we will lose our ability to rely upon exemptions from certain corporate governance requirements under the listing rules of the NYSE American. As a U.S. listed public company that is not a foreign private issuer, we will incur significant additional legal, accounting and other expenses that we will not incur as a foreign private issuer.

Our management team lacks experience in managing a U.S.-listed public company and complying with laws applicable to such company, the failure of which may adversely affect our business, financial conditions and results of operations.

Our current management team lacks experience in managing a company publicly traded in the U.S., interacting with public company investors, and complying with the increasingly complex laws pertaining to U.S.-listed public companies. Prior to the completion of this offering, we are a privately owned company operating our businesses mainly in Indonesia and Hong Kong servicing multinational companies in North America. As a result of this offering, our Company will become subject to significant regulatory oversight and reporting obligations under the U.S. federal securities laws. Specifically, our management currently has no U.S.-specific experience in complying with such laws, regulations, and obligations, and it may not successfully or efficiently manage our transition to becoming a U.S.-listed public company. However, we have engaged and will continue to engage US legal counsel, US auditor, and other professionals well versed in this area of practice to assist with our transition into the U.S. market and strive to remain compliant with U.S. laws and regulations. As a result, since these new obligations will require additional and significant attention from our senior management, and could divert their attention away from the day-to-day management of our business and operations, our business, financial conditions, and results of operations could be adversely affected.

We will incur significantly increased costs and devote substantial management time as a result of the listing of our Class A Shares on the NYSE American.

We will incur additional legal, accounting and other expenses as a public reporting company, particularly after we cease to qualify as an emerging growth company. For example, we will be required to comply with the additional requirements of the rules and regulations of the SEC and the NYSE American rules, including applicable corporate governance practices. We expect that compliance with these requirements will increase our legal and financial

compliance costs and will make some activities more time-consuming and costly. In addition, we expect that our management and other personnel will need to divert attention from operational and other business matters to devote substantial time to these public company requirements. We cannot predict or estimate the number of additional costs we may incur as a result of becoming a public company or the timing of such costs.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time-consuming. 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 guidelines are 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. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may also initiate legal proceedings against us, and our business may be adversely affected.

If we fail to maintain an effective system of internal controls, we may be unable to accurately or timely report our results of operations or prevent fraud, and investor confidence.

Effective internal control over financial reporting is necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, is designed to prevent fraud. There can be no assurance that our internal controls will continue to be effectively implemented.

Our failure to implement and maintain effective internal controls over financial reporting could result in errors in our financial statements that could result in a restatement of our financial statements, cause us to fail to meet our reporting obligations and cause investors to lose confidence in our reported financial information, which may result in volatility in and a decline in the market price of the Class A Shares.

Certain judgments obtained against us or our auditor by our shareholders may not be enforceable.

We are a Cayman Islands exempted company. Our operating subsidiaries are incorporated and are located in the BVI and Indonesia. Substantially all of our assets are located outside of the United States. In addition, all of our current Directors and officers are nationals and residents of countries other than the United States and substantially all of the assets of these persons are located outside the United States. As a result, it may be difficult for a shareholder to effect service of process within the United States upon these persons or to enforce against us, our Directors and officers, or our auditor judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands, BVI and Indonesia may render you unable to enforce a judgment against our assets or the assets of our Directors and officers. For more information regarding the relevant laws of the Cayman Islands, BVI and Indonesia, see “Enforceability of Civil Liabilities.” As a result of all of the above, our shareholders may have more difficulties in protecting their interests through actions against us, our officers, Directors or major shareholders, or our auditor than would shareholders of a corporation incorporated in a jurisdiction in the United States.

Further issuances of Class B Shares may result in a dilution of the percentage ownership of the existing holders of Class A Shares as a total proportion of Ordinary Shares in the Company.

The Company may issue more Class B Shares. The issuance of additional Class B Shares may result in dilution to holders of our Class A Shares. Each Class A Share entitles its holder to one (1) vote per share, while each Class B Share carries twenty (20) votes per share. As a result, holders of Class B Shares have significantly greater voting power than holders of Class A Shares. If we decide to issue more Class B Shares, it could have the effect of increasing the overall voting power of Class B Shareholders relative to Class A Shareholders, potentially diminishing the influence and control of Class A Shareholders over our company’s affairs.

This dilution in voting power could impact the ability of Class A Shareholders to influence important corporate decisions, including those related to corporate governance, mergers, acquisitions, and other significant transactions. It may also result in decisions that are not aligned with the interests of Class A Shareholders.

Our Company intends to grant employee share options and other share-based awards in the future. Our Company will recognize any share-based compensation expenses in our statements of comprehensive loss. Any additional grant of employee share options and other share-based awards in the future may have a material adverse effect on our results of operation.

In connection with this offering, our Company intends to adopt an employee share incentive plan in 2024, or the 2024 ESIP, for the purpose of granting share-based compensation awards, in an aggregate amount of up to 10% of our issued and outstanding Class A Shares following this offering, to our employees, directors and consultants to incentivize their performance and align their interests with ours. Under the 2024 ESIP, we expect to be permitted to issue options to purchase or share awards of up to 2,250,000 Class A Shares. As of the date of this prospectus, we have not awarded any shares and no options to purchase Class A Shares have been exercised and no Class A Shares have been issued upon exercised vested options, in each case under the 2024 ESIP. As a result of these grants and potential future grants, we expect to continue to incur significant share-based compensation expenses in the future. The amount of these expenses is based on the fair value of the share-based awards. We account for compensation costs for all share options using a fair-value based method and recognize expenses in our statements of profit or loss and other comprehensive income. The expenses associated with share-based compensation will decrease our profitability, perhaps materially, and the additional securities issued under share-based compensation plans will dilute the ownership interests of our shareholders. However, if we limit the scope of our share-based compensation plan, we may not be able to attract or retain key personnel who expect to be compensated by options.

Our Company may be exposed to liabilities under the Foreign Corrupt Practices Act. Any determination that we violated the Foreign Corrupt Practices Act could have a material adverse effect on our business.

Our Company is subject to the Foreign Corrupt Practice Act, or FCPA, and other laws that prohibit improper payments or offers of payments to foreign governments and their officials and political parties by U.S. persons and issuers as defined by the statute to obtain or retain business. Our Company will have operations, agreements with third parties, and sales in South-East Asia, which may experience corruption. Bra Pro and MAP’s existing business in Asia creates the risk of unauthorized payments or offers of payments by one of these company’s employees, consultants, or sales agents because these parties are not always subject to their control. It will be our Company’s policy to implement safeguards to discourage these practices by these employees. Also, the existing safeguards and any future improvements may prove to be less than effective. The employees, consultants, or sales agents of our Company, and Bra Pro and MAP may engage in conduct for which our Company might be held responsible. Violations of the FCPA may result in severe criminal or civil sanctions. Our Company may be subject to other liabilities, which could negatively affect the business, operating results, and financial condition. In addition, the government may seek to hold our Company liable for successor liability FCPA violations committed by companies in which our Company invest or acquires.

ENFORCEABILITY OF CIVIL LIABILITIES

Our Company is an exempted company incorporated with limited liability under the laws of the Cayman Islands. We are incorporated in the Cayman Islands because of certain benefits associated with being a Cayman Islands company, such as political and economic stability, an effective judicial system, a favorable tax system, the absence of foreign exchange control or currency restrictions and the availability of professional and support services. However, the Cayman Islands has a less developed body of securities laws as compared to the United States and provides less protection for investors. In addition, Cayman Islands companies may not have standing to sue before the U.S. federal courts.

All of our current operations are conducted outside of the United States and all of our current assets are located outside of the United States, with the majority of our operations and current assets being located in the BVI and Indonesia. All of the Directors and Executive Officers of our Company and the auditor of our Company resides outside the United States and substantially all of their assets are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon us or any such persons, or to enforce in the United States any judgment obtained in the U.S. courts against us or any of such persons, including judgments based upon the civil liability provisions of the U.S. securities laws or any U.S. state or territory.

We have appointed Cogency Global Inc., 122 E. 42nd Street, 18th Floor, New York, New York 10168 as our agent upon whom process may be served in any action brought against us under the securities laws of the United States.

Cayman Islands

Mourant Ozannes (Cayman) LLP, our counsel as to Cayman Islands law, has advised us that there is uncertainty as to whether the courts of the Cayman Islands would (i) recognize or enforce judgments of the U.S. courts obtained against us or our Directors or Executive Officers that are predicated upon the civil liability provisions of the U.S. securities laws or any U.S. state; or (ii) entertain original actions brought in the Cayman Islands against us or our Directors or Executive Officers that are predicated upon the U.S. federal securities laws or the securities laws of any U.S. state.

We have been advised by Mourant Ozannes (Cayman) LLP that although there is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of the United States (and the Cayman Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgments), the courts of the Cayman Islands would recognize as a valid judgment, a final and conclusive judgment in personam obtained in the federal or state courts of the United States against the Company under which a sum of money is payable (other than a sum of money payable in respect of multiple damages, taxes or other charges of a like nature or in respect of a fine or other penalty) or, in certain circumstances, an in personam judgment for non-monetary relief, and would give a judgment based thereon provided that (a) such courts had proper jurisdiction over the parties subject to such judgment; (b) such courts did not contravene the rules of natural justice of the Cayman Islands; (c) such judgment was not obtained by fraud; (d) the enforcement of the judgment would not be contrary to the public policy of the Cayman Islands; (e) no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands. However, the Cayman Islands courts are unlikely to enforce a judgment obtained from United States courts under civil liability provisions of the U.S. federal securities law if such judgment is determined by the courts of the Cayman Islands to give rise to obligations to make payments that are penal or punitive in nature. Because such a determination has not yet been made by a court of the Cayman Islands, it is uncertain whether such civil liability judgments from U.S. courts would be enforceable in the Cayman Islands. A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

British Virgin Islands

The constitutional documents of Bra Pro do not contain provisions requiring that disputes, including those arising under the securities laws of the United States, between Bra Pro, its officers, directors and shareholders, be arbitrated.

Mourant Ozannes (BVI), our counsel as to British Virgin Islands law, has advised us that there is uncertainty as to whether the courts of the British Virgin Islands would (i) recognize or enforce judgments of the U.S. courts obtained against us or our Directors or Executive Officers that are predicated upon the civil liability provisions of the U.S. securities laws or any U.S. state; or (ii) entertain original actions brought in the British Virgin Islands against us or our Directors or Executive Officers that are predicated upon the U.S. federal securities laws or the securities laws of any U.S. state.

We have been advised by our BVI legal counsel, Mourant Ozannes (BVI), that the courts of the BVI are unlikely (i) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the securities laws of the United States or any State; and (ii) in original actions brought in the BVI, to impose liabilities against us predicated upon the civil liability provisions of the securities laws of the United States or any State, insofar as the liabilities imposed by those provisions are penal in nature. Although there is no statutory enforcement in the BVI of judgments obtained in the United States, the courts of the BVI will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the BVI, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a BVI judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, and or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the BVI (awards of punitive or multiple damages may well be held to be contrary to public policy). A BVI Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere. There is recent Privy Council authority (which is binding on the BVI Court) in the context of a reorganization plan approved by the New York Bankruptcy Court which suggests that due to the universal nature of bankruptcy/insolvency proceedings, foreign money judgments obtained in foreign bankruptcy/insolvency proceedings may be enforced without applying the principles outlined above. However, a more recent English Supreme Court authority (which is highly persuasive but not binding on the BVI Court), has expressly rejected that approach in the context of a default judgment obtained in an adversary proceeding brought in the New York Bankruptcy Court by the receivers of the bankruptcy debtor against a third party, and which would not have been enforceable upon the application of the traditional common law principles summarized above and held that foreign money judgments obtained in bankruptcy/insolvency proceedings should be enforced by applying the principles set out above, and not by the simple exercise of the courts’ discretion. We understand that there isn’t any BVI Court judgment or statute that conclusively resolves these conflicting approaches and it remains the case that the law regarding the enforcement of bankruptcy/insolvency related judgments is still in a state of uncertainty.

Indonesia

ABNR, our counsel to Indonesian law, has advised us that Indonesian courts will not recognize judgments of foreign courts and it will be necessary for any matter in which judgment has been obtained in a foreign court to be re-litigated in the Indonesian courts in order to enforce in Indonesia. However, a foreign or international arbitral award can be recognized and enforced in Indonesia as Indonesia has ratified the 1958 New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards (“New York Convention”) through Presidential Decision No. 34 of 1981. The procedures for recognition and enforcement of foreign arbitral awards are further regulated by Arbitration Law.

A foreign arbitral award must first be registered at the District Court of Central Jakarta. The registration must be applied by submitting the application with certain supporting documents. A foreign arbitral award that could be recognized and enforced is an arbitral award that:

a.      the award is issued by an arbitrator or arbitral tribunal in a country with which Indonesia has a treaty, whether bilateral or multilateral, regarding the recognition and enforcement of international arbitral award;

b.      the award is in the domain of commercial law according to Indonesian Law;

c.      the award does not violate Indonesian rules of public policy.

The procedure for enforcement of foreign arbitral awards in Indonesia is regulated by Law number 30 of 1999 and Indonesian Supreme Court Regulation No. 1 of 1990 regarding the Procedure for the Enforcement of Foreign Arbitral Awards, which applies both to arbitral awards made in states bound by the New York Convention and to arbitral awards from states having a relevant bilateral agreement with Indonesia. In addition, to enforce the award it is necessary to register the award with the Clerk of Central Jakarta District Court, obtain a writ of execution (known as an “Exequatur”) from the Chairman of the Central Jakarta District Court or, in case the award which involves Indonesia as one of the parties in dispute, from the Supreme Court of Indonesia (through the Central Jakarta District Court). With respect to this matter, we draw your attention, however, that there have been a number of instances where Indonesian courts have refused to give effect to the enforcement of arbitration agreements or foreign arbitration awards for other specified or unspecified reasons.

USE OF PROCEEDS

Assuming the sale of US$10.0 million of our Class A Shares in this offering, after deducting the estimated underwriting discounts, non-accountable expense allowance and offering expenses payable by us, we expect to receive net proceeds of approximately US$7.5 million from this offering.

We intend to use the net proceeds of this offering as follows, and we have ordered the specific uses of proceeds in order of priority.

Development and marketing of the DIANA brand and related products

We intend to use 15% of the net proceeds for the development and marketing of the DIANA brand and related products. We plan to target both online and offline retail segments. For the offline retail segment, we intend to seek strategic locations with busy customer traffic to open one flagship retail outlet in Indonesia, one additional outlet in Europe and a number of pop-up stores/kiosks. We also intend to market the products under the DIANA brand in virtual retailing via our own online selling platform.

Research and development

We intend to use 10% of the net proceeds to research new product segments and to explore new designs within the brasserie segment.

Expansion of existing B2B business

We intend to use 35% of the net proceeds to further expansion of our existing B2B business by exploring other garment product segments such as scrub, uniforms, swimwear, panties, and in technical equipment, which will require further investment to further upgrade product selection that can be offered to the customers. The expansion will enable the Company to do cross-sale of products to national brands and retailers.

Working capital

We plan to use 40% of the net proceeds for additional general working capital and business expansion.

The foregoing represents our current intentions based on our present plans and business conditions to use and allocate the net proceeds of this offering. Our management, however, will have significant flexibility and discretion to apply the net proceeds of this offering. If an unforeseen event occurs or business conditions change, we may use the proceeds differently than as described in this prospectus. To the extent that the net proceeds we receive from this offering are not immediately used for the above purposes, we intend to invest our net proceeds in the short-term, interest-bearing bank deposits or debts instruments.

CAPITALIZATION

The following table sets forth our capitalization as of March 31, 2024:

•        on an actual basis; being the total capitalization of Bra Pro as the accounting acquirer of BrilliA, the accounting acquiree which has no operation. Please refer to the section entitled “History and Corporate Structure — Basis of consolidation” of this prospectus for more information;

•        on a pro forma basis to reflect the reorganization of the Company, Bra Pro and MAP on April 30, 2024; and

•        on a pro forma as adjusted basis to reflect (i) the reorganization of the Company, Bra Pro and MAP on April 30, 2024, and (ii) the issuance and sale of 2,500,000 Class A Shares in this offering on a firm commitment basis at an assumed initial public offering price of US$4.00 per Ordinary Share, the low end of the initial public offering price range(1) set forth on the cover page of this prospectus, after deducting underwriting discounts and estimated offering expenses payable by us.

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(1)      Each $1.00 increase in the assumed initial public offering price of $4.00 per share, which is the low end of the price range set forth on the cover page of this prospectus, would increase the pro forma as adjusted amount of each of additional paid-in capital and total capitalization by approximately $2.3 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase of 1.0 million shares in the number of shares offered by us would increase the pro forma as adjusted amount of each of additional paid-in capital and total capitalization by approximately $3.68 million, assuming no change in the assumed initial public offering price per share and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The pro forma as adjusted information below is illustrative only, and our capitalization following the completion of this offering is subject to adjustment based on the actual net proceeds to us from the offering. You should read this table in conjunction with “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes included elsewhere in this prospectus.

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(1)      The pro forma amount is presented as the being the Class A Shares issued in conjunction with the reorganization of combined entities. Please refer to the section entitled “History and Corporate Structure — Basis of consolidation” of this prospectus for more information.

(2)      Being adjustments arising from the issuance of 2,500,000 Class A Shares for the initial public offering price per share at US$4.00 (being the low end of the initial public offering price range) shown on pro forma as adjusted basis. Reflects the sale of Ordinary Shares in this offering (excluding any Ordinary Shares that may be sold as a result of the underwriters exercising their over-allotment option) at the initial public offering price of $4.00 per share (being the low end of the initial public offering price range), and after deducting the estimated underwriting discounts and estimated offering expenses payable by us. Additional paid-in capital reflects the net proceeds we expect to receive, after deducting the underwriting discounts, estimated offering expenses payable by us and advisory fees. We estimate that such net proceeds will be approximately US$7,500,000.

(3)      Being adjustments arising from the reorganization of combined entities shown on a pro forma basis and pro forma as adjusted basis. Please refer to the section entitled “History and Corporate Structure — Basis of consolidation” of this prospectus for more information.

(4)      Being the existing share capital of Bra Pro, the accounting acquirer as at March 31, 2024.

(5)      Being retained earnings of Bra Pro, the accounting acquirer as at March 31, 2024.

(6)      Being non-controlling interest, Mr. Chua Kok Guan, who holds the remaining 0.1% of Bra Pro after the reorganization of combined entities shown on a pro forma basis and pro forma as adjusted basis.

DILUTION

If you invest in our Class A Shares, your interest will be diluted to the extent of the difference between the initial public offering price per Ordinary Share and our net tangible book value per Ordinary Share after this offering. Dilution results from the fact that the initial public offering price per Ordinary Share is substantially in excess of the book value per Ordinary Share attributable to the existing shareholders for our presently outstanding Ordinary Share.

Dilution is determined by subtracting net tangible book value per Ordinary Share, after giving effect to the additional proceeds we will receive from this offering, from the assumed initial public offering price of US$4.00 per Ordinary Share, which is the low end of the estimated initial public offering price range set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

Net tangible book value per share is determined at any date by subtracting our total liabilities and total intangible assets from the total book value of our total assets and dividing the difference by the number of shares of common stock deemed to be outstanding at that date. As at date of this registration statement, 20,000,000 of Class A Shares was issued for the acquisitions of Bra Pro and BrilliA Singapore. On August 8, 2024, the Company gave effect to a forward split of our Class A Shares and Class B Shares at a ratio of 1-for-2 and, immediately following this, a surrender of 17,500,000 Class A Shares and 4,375,000 Class B Shares. Following this, 22,500,000 Class A Shares and 5,625,000 Class B Shares remain issued and outstanding. Total number of Class A Shares will be 25,000,000 upon completion of initial public offering of 2,500,000 Class A Shares.

Our net tangible book value as of March 31, 2024 is US$7.30 million, or US$0.32 per Ordinary Share as of that date.

Without taking into account any other changes in net tangible book value after March 31, 2024, other than (i) the reorganization of the Company, Bra Pro and BrilliA Singapore (together with MAP) and (ii) to give effect to our sale of the Class A Shares offered in this offering at the assumed initial public offering price of US$4.00 per Ordinary Share, the low end of the estimated range of the initial public offering price, after deduction of the underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of March 31, 2024 would have been US$15.64 million, or US$0.63 per Ordinary Share. This represents an immediate increase in net tangible book value of US$0.31 per Ordinary Share to the existing shareholders and an immediate dilution in net tangible book value of US$3.37 per Ordinary Share to investors purchasing Class A Shares in this offering.

The following table illustrates this dilution on a per share basis to new investors.

If the underwriters exercise their over-allotment option in full, the pro forma as adjusted net tangible book value per share of our common stock, as adjusted to give effect to this offering, would be $0.67 per share, and the dilution in pro forma net tangible book value per share to new investors purchasing shares in this offering would be $3.33 per share.

Each US$1.00 increase in the assumed public offering price of US$4.00 per Ordinary Share (being the low end of the initial public offering price range) would increase our pro forma as adjusted net tangible book value after giving effect to this offering by US$2.3 million, the pro forma as adjusted net tangible book value per Ordinary Share after giving effect to this offering by US$0.63 per Ordinary Share and the dilution in pro forma as adjusted net tangible book value per Ordinary Share to new investors in this offering by US$3.37 per Ordinary Share, assuming no change to the number of Class A Shares offered by us as set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions and other offering expenses.

The following table summarizes, on a pro forma as adjusted basis as of March 31, 2024, the differences between existing shareholders and the new investors with respect to the number of Class A Shares purchased from us, the total consideration paid and the average price per Ordinary Share paid before deducting the underwriting discounts and commissions and estimated offering expenses (assuming no exercise of the over-allotment option to purchase additional shares of common stock).

The pro forma as adjusted information discussed above is illustrative only. Our net tangible book value following the completion of this offering is subject to adjustment based on the actual initial public offering price of our Class A Shares and other terms of this offering determined at pricing.

DIVIDEND POLICY

While we currently have no plans to distribute dividends, in the event we consider distributing a dividend in the future, our Board shall take into account, among other things, the following factors when deciding whether to propose a dividend and in determining the dividend amount: (a) operating and financial results; (b) cash flow situation; (c) business conditions and strategies; (d) future operations and earnings; (e) taxation considerations; (f) interim dividend paid, if any; (g) capital requirement and expenditure plans; (h) interests of shareholders; (i) statutory and regulatory restrictions; (j) any restrictions on payment of dividends; and (k) any other factors that our board of Directors may consider relevant. The payment of dividends will be determined at the discretion of our board of Directors and is also subject to Cayman Islands law and our articles of association, as amended from time to time. Under the laws of the Cayman Islands, a Cayman Islands company may pay a dividend out of profits or its share premium account, provided that in no circumstances may a dividend be paid out of the share premium account unless, immediately following the date on which the dividend is proposed to be paid, the company shall be able to pay its debts as they fall due in the ordinary course of business. Currently, we do not have any predetermined dividend distribution ratio.

Even if our board of Directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of Directors may deem relevant. In addition, we are a holding company and depend on the receipt of dividends and other distributions from our subsidiary to pay dividends on our Class A Shares.

There are no foreign exchange controls or foreign exchange regulations under current applicable laws of the various places of incorporation of our significant subsidiaries that would affect the payment or remittance of dividends.

HISTORY AND CORPORATE STRUCTURE

As at the date of this prospectus, our Group is comprised of the Company (“BrilliA”) and its subsidiaries, Bra Pro and BrilliA Singapore, and an indirect subsidiary, MAP.

Unless otherwise indicated, all share amounts and per share amounts in this prospectus have been presented giving effect to a forward split of our Class A Shares and Class B Shares at a ratio of 1-for-2 and a surrender of 17,500,000 Class A Shares and 4,375,000 Class B Shares approved by our shareholders and board of directors on August 8, 2024.

Corporate Structure

BrilliA was incorporated in the Cayman Islands on July 14, 2023, under the Companies Act as an exempted company with limited liability. Our authorized share capital is US$50,000 divided into 1,000,000,000 shares, comprising 900,000,000 Class A Shares, par value US$0.00005 per share, and 100,000,000 Class B Shares, par value US$0.00005 per share.

On August 8, 2024, the Company gave effect to a forward split of our Class A Shares and Class B Shares at a ratio of 1-for-2 and, immediately following this, a surrender of 17,500,000 Class A Shares and 4,375,000 Class B Shares. Following this, 22,500,000 Class A Shares and 5,625,000 Class B Shares remain issued and outstanding.

Upon completion of the reorganization, BrilliA became the holding company of Bra Pro, BrilliA Singapore and MAP, with Messrs. Shim Siang Fan, Kendrew, Salim, and Nursalim Podiono each holding 15.8%, 10.6%, 63.1%, and 10.5% of issued Class A Shares of BrilliA prior to the offering.

Basis of consolidation

As part of the reorganization exercise, BrilliA was incorporated as a holding company to effect the reorganization of the entities Bra Pro, BrilliA Singapore and MAP. As BrilliA does not meet the definition of a “business” in accordance with IFRS 3 Business Combinations, the acquisition of 99.99% equity interest in Bra Pro by BrilliA through a share exchange agreement entered on April 30, 2024, was not a business combination under IFRS 3 Business Combinations, but a share-based payment transaction, which will be accounted for in accordance with IFRS 2 Share-based payment. Based on reverse acquisition accounting by analogy, Bra Pro will be identified as the accounting acquirer, while BrilliA will be identified as the accounting acquiree. Consequently, upon completion of the acquisition, the transaction is accounted for in the consolidated financial statements of the legal parent (i.e. BrilliA) as a continuation of the financial statements of the legal subsidiary (i.e. Bra Pro) based on historical values. No deemed issue of shares by Bra Pro under IFRS 2 and any resulting listing expenses are recognized, as the effective equity interests in Bra Pro and the combined entity (i.e. BrilliA and Bra Pro) held by original shareholder of BrilliA is approximately the same before and after the acquisition. Further details of the reorganization involving BrilliA and Bra Pro are disclosed in the below header “Bra Pro”.

On December 5, 2023, BrilliA Holdings (Singapore) Pte Ltd (“BrilliA Singapore”) was incorporated as an investment holding company to facilitate the acquisition of MAP by BrilliA. Before the reorganization exercise, the sole shareholder of BrilliA Singapore was Mr. Koh Wah Seng Philip, who represents the owners of BrilliA solely for the purpose of the incorporation of BrilliA Singapore and was deemed as a transitory to facilitate the acquisition of MAP by BrilliA. On March 7, 2024, BrilliA Singapore consummated the acquisition of MAP pursuant to a share exchange arrangement in which Messrs. Salim and Nursalim Podiono assigned 99.99% of their shares in MAP to BrilliA Singapore, whereby Messrs. Salim and Nursalim Podiono in turn held 94.65% shares of BrilliA Singapore. On March 18, 2024, Mr. Koh Wah Seng Philip transferred his entire shareholding of 5.35% in BrilliA Singapore to Messrs. Salim and Nursalim, resulting in Messrs. Salim and Nursalim holding 80% and 20% equity interest respectively in BrilliA Singapore. Subsequently, BrilliA acquired a 100% equity interest in BrilliA Singapore through a separate share exchange agreement entered on April 30, 2024. These transactions resulted in BrilliA becoming the parent company of BrilliA Singapore, including its subsidiary, MAP.

The shareholding of Mr. Koh Wah Seng Philip in BrilliA Singapore was deemed transitory to facilitate the acquisition of MAP by BrilliA, whereby the shares were subsequently transferred to Messrs. Salim and Nursalim Podiono. As such, BrilliA, BrilliA Singapore and MAP were deemed under common control before and after the reorganization exercise, resulting in the reorganization exercise involving these entities being accounted for by applying the pooling of interest method of accounting and the consolidated financial statements of BrilliA have been accounted for as if the reorganization exercise had occurred from the date when these entities were under common control. Further details of the reorganization involving BrilliA, BrilliA Singapore and MAP are disclosed in the below header “MAP”.

Organization Chart

The chart below sets out our corporate structure as of the date of this prospectus.

Operating Entities

A description of our principal operating subsidiaries is set out below.

Bra Pro

On December 14, 2011, Bra Pro was incorporated in the BVI as a BVI business company limited by shares authorized to issue a maximum of 50,000 shares with a par value of US$1.00 each. Bra Pro is principally engaged in sales and marketing of lingerie’s products executed by MAP, mainly serving customers from the American and European markets. As at April 1, 2021, Bra Pro has 100 issued and outstanding ordinary shares. Shim Siang Fan and Chua Kok Guan each hold 50 shares in Bra Pro. On November 28, 2023, Bra Pro has allotted 49,900 shares to Shim Siang Fan of a consideration of US$49,900, of which a total of 41,176 shares was subsequently transferred to Salim Podiono, Nursalim Podiono and Kendrew Hartanto. The effective equity interest in Bra Pro prior to the reorganization with BrilliA are as follows:

BrilliA executed the reorganization of Bra Pro on April 30, 2024 pursuant to a share exchange agreement with Messrs. Shim Siang Fan, Kendrew Hartanto, Salim Podiono, and Nursalim Podiono assigned all of their ordinary shares in Bra Pro to BrilliA. As part of a Bra Pro reorganization, Bra Pro became a 99.9% owned subsidiary of BrilliA. Mr. Chua Kok Guan holds the remaining 0.1% of Bra Pro.

MAP

On December 8, 2015, MAP was incorporated in Indonesia as a limited liability company. MAP is principally engaged in fulfilling the execution of lingerie and apparel product orders requested by Bra Pro while offering design conception solutions related to these orders. Before the reorganization exercise, the shareholders of MAP were Messrs. Salim and Nursalim Podiono, holding 80% and 20% equity interest respectively in MAP. As part of the acquisition of MAP, on December 5, 2023, BrilliA Singapore, a Singapore limited liability company, was incorporated for the purpose of acquiring MAP. Before the reorganization exercise, the sole shareholder of BrilliA Singapore was Mr. Koh Wah Seng Philip. On March 7, 2024, BrilliA Singapore consummated the acquisition of MAP pursuant to a share exchange arrangement in which Messrs. Salim and Nursalim Podiono assigned 99.99% of their shares in MAP to BrilliA Singapore, whereby Messrs. Salim and Nursalim Podiono in turn held 94.65% shares of BrilliA Singapore. On March 18, 2024, Mr. Koh Wah Seng Philip transferred his entire shareholding in BrilliA Singapore to Messrs. Salim and Nursalim, resulting in Messrs. Salim and Nursalim holding 80% and 20% equity interest respectively in BrilliA Singapore. BrilliA executed the acquisition of BrilliA Singapore on April 30, 2024 pursuant to a share exchange agreement in which Messrs. Salim and Nursalim Podiono assigned 100% of their shares in BrilliA Singapore to BrilliA. As a result of the reorganization, MAP became a 99.99% indirectly owned subsidiary of BrilliA through BrilliA Singapore, and Mr. Salim holds the remaining 0.01% shares of MAP.

BrilliA Singapore

On December 5, 2023, BrilliA Holdings (Singapore) Pte Ltd (“BrilliA Singapore”) was incorporated in Singapore as a limited liability company. BrilliA Singapore is an investment holding company. On March 7, 2024, BrilliA Singapore consummated the acquisition of MAP pursuant to a share exchange arrangement in which Messrs. Salim and Nursalim Podiono assigned 99.99% of their shares in MAP to BrilliA Singapore, whereby Messrs. Salim and Nursalim Podiono in turn held 94.65% shares of BrilliA Singapore. On March 18, 2024, Mr. Koh Wah Seng Philip transferred his entire shareholding in BrilliA Singapore to Messrs. Salim and Nursalim, resulting in Messrs. Salim and Nursalim holding 80% and 20% equity interest respectively in BrilliA Singapore.

As part of a group reorganization mentioned above, BrilliA Singapore became a 100% directly owned subsidiary of BrilliA.

BRILLIA INC.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information has been prepared to present the statement of financial position as at March 31, 2024, and statement of profit or loss and other comprehensive income for the financial year ended March 31, 2023 and 2024 of BrilliA Inc, (the “BrilliA”) to indicate how the combined financial statements of the Company might have looked had the Company been incorporated at the beginning of the periods presented, the acquisition of Bra Pro Limited (“Bra Pro”), BrilliA Holdings (Singapore) Pte Ltd (“BrilliA Singapore”) and PT Mirae Asia Pasifik (“MAP”) and transactions related to the acquisition occurred as of the beginning of the periods presented.

There are no historical financial statements of BrilliA for the financial year ended March 31, 2023 and 2024 since the Company is a holding company with no material assets, liabilities, revenues and has conducted no material business operations since its formation on July 14, 2023.

There are no historical financial statements of BrilliA Singapore for the financial year ended March 31, 2023 and 2024 since BrilliA Singapore has no material assets, liabilities, revenues and has conducted no material business operations since its formation on December 5, 2023.

Refer “History and Corporate Structure” for further details on the basis of consolidation.

The unaudited pro forma condensed combined financial statements and related notes (“Pro forma Financial Statements”) have been prepared based on the historical financial statement of the Company, Bra Pro and MAP in accordance with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”). The Pro forma Financial Statements do not contain all of the information required for annual financial statements. Accordingly, they should be read in conjunction with a reading of the historical financial statements and accompanying notes of Bra Pro and MAP included in this prospectus.

The presentation of the unaudited pro forma condensed combined financial information is prepared in conformity with Article 11 of Regulation S-X.

The Pro forma Financial Statements is for illustrative purpose only and are not intended to reflect the results of operations or the financial position of the Company which would have actually resulted had the proposed transaction been effected on the date indicated. Further, the Pro forma Financial Statements are not necessarily indicative of the result of operations that may be obtained in the future. The pro forma adjustments on the reorganization of the combined entities are based in part on historical costs of the assets acquired and of the liabilities assumed, with no adjustments to fair value as discussed in the “History and Corporate Structure — Basis of consolidation” section of this prospectus.

The pro forma adjustments contained in the Pro forma Financial Statements relate to the assumption of all prior and existing liabilities of the Company upon consummation of the acquisition.

BRILLIA INC
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF FINANCIAL POSITION
AS OF MARCH 31, 2024

BRILLIA INC
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF PROFIT OR LOSS
AND COMPREHENSIVE INCOME
FOR THE FINANCIAL YEAR ENDED MARCH 31, 2024

____________

*        denotes figure less than USD1,000 and 0.1%

BRILLIA INC
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF PROFIT OR LOSS
AND COMPREHENSIVE INCOME
FOR THE FINANCIAL YEAR ENDED MARCH 31, 2023

BRILLIA INC
NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Pro forma Adjustments

The pro forma adjustments are based on BrilliA’s preliminary estimates and assumptions that are subject to change. The following adjustments have been reflected in the Pro forma Financial Statements:

A.     Pro forma adjustment represent the elimination of intercompany balances and transactions between Bra Pro and MAP, and foreign exchange differences.

B.      Pro forma adjustment are to reflect the 0.1% and 0.01% non-controlling interests in Bra Pro and MAP respective upon the completion of acquisition.

C.     Pro forma adjustment reflects issuance of 20,000,000 shares in BrilliA for the acquisition of Bra Pro and MAP.

(D)    Pro forma adjustment reflects acquisitions of Bra Pro, BrilliA Singapore and MAP, which was accounted for using the acquisition and pooling of interest methods.

____________

(1)      The pro forma amount is presented as the assumed net of proceeds of this offering of the Class A ordinary shares.

(2)      Being adjustments arising from the reorganization of combined entities shown on a pro forma basis.

(3)      Being adjustments arising from the elimination of the existing shares of Bra Pro and MAP.

(4)      Being adjustments arising from the pro forma adjustments described in Notes (A) and (B).

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FOR BRA PRO

You should read the following discussion and analysis of our financial condition and results of operations, which are presented in United States Dollar (“USD”) currency, in conjunction with the financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and elsewhere in this prospectus.

Overview

Bra Pro was incorporated in the British Virgin Islands on December 14, 2011. The registered office of Bra Pro is situated at OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands. The principal place of business of Bra Pro is situation at 12/F, Henley Building 5 Queen’s Road, Central, Hong Kong. Bra Pro is principally engaged in sales and marketing of lingerie’s products, mainly serving the American, European and other markets.

Bra Pro evolved from an Original Design Manufacturer (“ODM”) into a comprehensive cross border solution provider for ladies’ intimate products, covering everything from sourcing raw materials to design, sampling, fitting, production, and logistics management. Bra Pro customers engage Bra Pro for creative product designs and alternatives.

Bra Pro is known in the industry for its strong relationships with global customers and suppliers in the lingerie industry. This shared expertise culminated in our success in providing ladies’ intimates to the global market from Indonesia, Thailand, and PRC. Over the years, Bra Pro has grown into a premier supplier of ladies’ intimate apparel worldwide. Bra Pro primarily focuses on delivering brassieres to over 20 esteemed brands such as Hanes Brands Inc., Jockey International, H&M and Fruit of the Loom. Bra Pro takes pride in offering added services, swift responses, and flexibility to our clients. Bra Pro’s commitment extends to delivering excellent customer satisfaction through competitive pricing, top-notch quality, on-time delivery, and a steadfast commitment to Environmental Social Governance (“ESG”) principles. Bra Pro has a skilled team of designers, engineers, and marketing professionals who are passionate about creating stylish, comfortable, and empowering lingerie for women of all body types. Bra Pro’s customers are generally offered a credit term ranging from 30 to 90 days from delivery depending on their credit rating and relationship with Bra Pro.

Committed to delivering cost-effective and dependable products, Bra Pro is diversifying its business through the licensed brand, DIANA. Bra Pro’s plans include offering high-quality, fashionable lingerie to customers and expanding its product range to include sleepwear, baby wear, active wear, and period panties. Additionally, Bra Pro intends to establish boutique retail stores in Indonesia, Singapore, other ASEAN countries and Europe under the DIANA brand, enhancing our direct customer engagement and brand control. Through developing the DIANA line of products, Bra Pro aims to attain recognition as a lingerie company and retail brand known for exceptional craftsmanship, innovative designs, inclusivity, and ethical practices. Bra Pro’s vision revolves around providing innovative, affordable, high-quality lingerie products that elevate customer satisfaction while fostering opportunities for employee growth.

Reorganization Exercise

Pursuant to share exchange agreements dated April 30, 2024 with the respective shareholders of BrilliA Singapore and Bra Pro, each of the shareholders transferred their respective shares in BrilliA Singapore and Bra Pro to BrilliA, representing in aggregate 100% of the issued share capital of BrilliA Singapore and 99.9% of the issued shares of Bra Pro.

Upon completion of the reorganization, BrilliA became the holding company of Bra Pro, BrilliA Singapore and MAP, with Messrs. Shim Siang Fan, Kendrew, Salim, and Nursalim Podiono each holding 15.8%, 10.6%, 63.1%, and 10.5% of issued Class A Shares of BrilliA prior to the offering.

Further details on the reorganization exercise are disclosed in “History and Corporate Structure” section.

The consolidated financial statements of BrilliA upon completion of the reorganization will consist of the consolidated results of BrilliA, BrilliA Singapore, MAP and Bra Pro. The consolidated financial statements of BrilliA will be prepared in accordance with International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”), and the reporting currency will be in United Stated Dollar (“USD”).

Basis of consolidation

As part of the reorganization exercise, BrilliA was incorporated as a holding company merely to effect the reorganization of the entities Bra Pro, BrilliA Singapore and MAP. As BrilliA does not meet the definition of a “business” in accordance with IFRS 3 Business Combinations, the acquisition of 99.99% equity interest in Bra Pro by BrilliA through a share exchange agreement is not a business combination, but a share-based payment transaction, which will be accounted for in accordance with IFRS 2 Share-based payment. Consequently, the transaction is accounted for in the consolidated financial statements of BrilliA as a continuation of the financial statements of Bra Pro.

On December 5, 2023, BrilliA Holdings (Singapore) Pte Ltd (“BrilliA Singapore”) was incorporated as an investment holding company, merely to facilitate the acquisition of MAP by BrilliA. Before the reorganization exercise, the sole shareholder of BrilliA Singapore was Mr. Koh Wah Seng Philip. On March 7, 2024, BrilliA Singapore consummated the acquisition of MAP pursuant to a share exchange arrangement in which Messrs. Salim and Nursalim Podiono assigned 99.99% of their shares in MAP to BrilliA Singapore, whereby Messrs. Salim and Nursalim Podiono in turn held 94.65% shares of BrilliA Singapore. On March 18, 2024, Mr. Koh Wah Seng Philip transferred his entire shareholding of 5.35% in BrilliA Singapore to Messrs. Salim and Nursalim, resulting in Messrs. Salim and Nursalim holding 80% and 20% equity interest respectively in BrilliA Singapore. Subsequently, BrilliA acquired a 100% equity interest in BrilliA Singapore through a separate share exchange agreement entered on April 30, 2024. These transactions resulted in BrilliA becoming the parent company of BrilliA Singapore, including its subsidiary, MAP.

The shareholding by Mr. Koh Wah Seng Philip in BrilliA Singapore was deemed transitory to facilitate the acquisition of MAP by BrilliA, whereby the shares were subsequently transferred to Messrs. Salim and Nursalim Podiono. As such, BrilliA, BrilliA Singapore and MAP were deemed under common control before and after the reorganization exercise, resulting in the reorganization exercise involving these entities being accounted for by applying the pooling of interest method of accounting and the consolidated financial statements of BrilliA have been accounted for as if the reorganization exercise had occurred from the date when these entities were under common control.

Upon completion of the reorganization, certain transactions between Bra Pro and MAP will be considered as intercompany transactions and required to be eliminated at consolidation. Had the reorganization being completed at the beginning of the periods presented, the following transactions in for the financial year end March 31, 2023 and 2024 will be required to be eliminated at consolidation:

Critical Accounting Policies, Judgements and Estimates

Basis of presentation

The accompanying financial statements of Bra Pro have been prepared in accordance with the provisions of the International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”).

Use of estimates and assumptions

The key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the financial year that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below.

Impairment review of receivables

The management estimates the amount of loss allowance for expected credit loss (“ECL”) on receivables based on the changes in credit risk. The loss allowance amount is measured as the asset’s carrying amount and the present value of estimated future cash flows with the consideration of expected future credit losses. The assessment of the credit risk involves high degree of estimation and uncertainty. When the actual future cash flows are less than expected or more than expected, a material impairment loss or a material reversal of impairment loss may arise.

Allowances for inventories

Management determines whether an allowance is required for inventories obsolescence or slow-moving stock or for any shortfall in net realizable value of inventories by reviewing the inventory listing on a periodic basis. The review involves an analysis of the inventories ageing, a comparison of the carrying value of the inventory items with the respective net realizable value as well as the forecasted demand for the inventories. Arising from the review, management sets up the necessary allowance for obsolete and slow-moving inventories or for any short fall in the net realizable value of the inventories.

Depreciation of property, plant and equipment

Bra Pro’s property, plant and equipment are depreciated on a straight-line basis over their useful lives. Useful lives of these assets are estimated by management based on common life expectancies and usage level of Bra Pro. Changes in the expected level of usage could impact the economic useful lives and the residual values of these assets, therefore future depreciation charges could be revised.

Income taxes

Significant judgement is required in determining the tax allowances, deductibility of certain expenses and taxability of certain income during the estimation of the provision for income taxes. There are transactions during the ordinary course of business for which the ultimate tax determination is uncertain. Bra Pro recognizes tax liabilities based on estimates of whether additional taxes would be due. Where the final tax outcome is different from the amounts that were initially recorded, such differences would impact the income tax and deferred tax provisions in the period in which such determination is made.

Risks and uncertainties

The main manufacturing operations of Bra Pro’s third-party contract manufacturers are in Indonesia. Accordingly, Bra Pro business, financial condition, and results of operations may be influenced by political, economic, and legal environments in Indonesia, as well as by the general state of the economy in Indonesia. Bra Pro’s results may be adversely affected by changes in the political, regulatory and social conditions in Indonesia. Although Bra Pro has not experienced losses from these situations and believes that it is in compliance with existing laws and regulations including its organization and structure, such experience may not be indicative of future results.

Cash and cash equivalents

Cash and cash equivalents primarily consist of bank deposits with original maturities of three months or less, which are unrestricted as to withdrawal and use. Cash and cash equivalents also consist of funds earned from Bra Pro’s operating revenues which were held at third party platform fund accounts which are unrestricted as to immediate use or withdrawal. Bra Pro maintains most of its bank accounts in Hong Kong.

Accounts receivable and impairment review of receivable

Accounts receivable include trade accounts due from customers. Accounts are considered overdue after 30 to 90 days. The management estimates the amount of loss allowance for expected credit loss (“ECL”) on receivables based on the changes in credit risk. The loss allowance amount is measured as the asset’s carrying amount and the present value of estimated future cash flows with the consideration of expected future credit losses. The assessment of the credit risk involves high degree of estimation and uncertainty. When the actual future cash flows are less than expected or more than expected, a material impairment loss or a material reversal of impairment loss may arise. As of March 31, 2023 and 2024, Bra Pro make loss allowance for ECL for accounts receivable amounted to USD42,826 and USD278,601 respectively.

Prepayments

Prepayments are mainly payments made in advance to vendors or services providers for future services. These amounts are not refundable and bear no interest. The prepayments are amortized over the service period.

Inventories

Inventories are stated at the lower of cost and net realizable value. Cost comprises direct materials and, where applicable, direct labor costs and those overheads that have been incurred in bringing the inventories to their present location and condition. Cost is calculated using the first-in-first-out basis. Net realizable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.

Other current assets, net

Other current assets, net, primarily consists of other receivables from third parties and a related party. These other receivables are unsecured and are reviewed periodically to determine whether their carrying value has become impaired.

Property and equipment, net

Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows:

The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the statements of operations and comprehensive income. Expenditures for maintenance and repairs are charged to earnings as incurred, while additions, renewals and betterments, which are expected to extend the useful life of assets, are capitalized. The Company also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives.

Fair value measurement

The accounting standard regarding fair value of financial instruments and related fair value measurements defines financial instruments and requires disclosure of the fair value of financial instruments held by Bra Pro.

The accounting standards define fair value, establish a three-level valuation hierarchy for disclosures of fair value measurement and enhance disclosure requirements for fair value measures. The three levels are defined as follows:

•        Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

•        Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

•        Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.

Financial instruments included in current assets and current liabilities are reported in the balance sheets at face value or cost, which approximate fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rates of interest.

Results of Operations

Comparison of Results of Operations for the Financial Years Ended March 31, 2023 and 2024

The following table sets forth a summary of our results of operations for the periods indicated, both in USD thousand amount and as a percentage of its total revenue.

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*        denotes figure less than USD1,000 and 0.1%

Comparison of Year Ended March 31, 2023 and 2024

Revenue

The following table sets forth our revenue by products and service for the periods indicated.

Bra Pro generate revenue through (i) sales of garments and (ii) service rendered. Revenue from sales of garments primarily focus on delivering brassieres of major brand names worldwide including Vanity Fair, Hanes, Wonderbra, Playtex, Bali, Maidenform, Jockey, Lands’ End, fleur du mal, Kiki de Montparnasse and Bra n Things through international companies including Fruit of Loom Inc, Hanes Brands Inc, Jockey International, Hennes & Mauritz, Canadelle and Li & Fung, which accounted for 92.1% and 94.3% of total revenue respectively for the year ended March 31, 2023 and 2024. Overall revenues increased by USD4.1 million or 8.0%, from USD51.6 million for the year ended March 31, 2023, to USD55.8 million for the year ended March 31, 2024. The overall increase in revenue resulted from increase in sales of garments and service rendered, was mainly attributed to increase in popularity of major brand name in Maidenform where the total sales generated from Maidenform is amounted to USD10.1 million for the financial year ended March 31,2024. However, the increase is mitigated by decrease in revenue generated from Vanity Fair by USD5.7 million as compared to financial year ended March 31, 2023.

The following table sets forth our revenue by export destinations for the periods indicated.

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*        denotes figure less than USD1,000 and 0.1%

During the year ended March 31, 2023 and 2024, export revenue to North America accounted for 75.2% and 80.1% of the total revenue, respectively, while sales to European accounted for 21.2% and 16.0% of the total revenue, respectively. Export sales to other regions accounted for 3.6% and 3.9% of the total revenue in respective year.

Total revenue increased by 8.0%, from USD51.6 million for the year ended March 31, 2023, to USD55.8 million for the year ended March 31, 2024, primarily due to increase export sales to North America by USD5.9 million or 15.1%, from USD38.8 million for the year ended March 31, 2023 to USD44.7 million for the year ended March 31, 2024. The increase was slightly offset by the decrease of export sales to European by USD2.1 million or 18.8%, from USD10.9 million for the year ended March 31, 2023 to USD8.9 million for the year ended March 31, 2024. The overall increase in revenue resulted from increase in sales of garments and service rendered, was mainly attributed to increase in popularity of major brand name in Maidenform where the total sales generated from Maidenform is amounted to USD10.1 million for the financial year ended March 31,2024. However, the increase is mitigated by decrease in revenue generated from Vanity Fair by USD5.7 million as compared to financial year ended March 31, 2023.

Cost of revenue

The following table sets forth our cost of revenue by products for the periods indicated.

The cost of revenue primarily consists of purchased material, mainly fabric and accessories and the cut, make and trim (“CMT”) fee charged by third-party contract manufacturers. The total cost of revenue increased by USD3.5 million, or 8.1%, from USD43.8 million for the year ended March 31, 2023, to USD47.3 million for the year ended March 31, 2024. The increase was in correspondence to our increase in sales in revenue.

The following table sets forth our cost of revenue by export destinations for the periods indicated.

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*        denotes figure less than USD1,000 and 0.1%

Gross profit

For the year ended March 31, 2023 and 2024, our gross profit were USD7.8 million and USD8.4 million, respectively, and our gross profit margins were 15.1% and 15.1%, respectively. The gross profit margins remain consistent for the year ended March 31, 2023 and 2024.

Operating expenses

The following table sets forth a breakdown of our operating expenses and the ratio of operating expenses to revenue for the periods indicated.

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*        denotes figure less than USD1,000 and 0.1%

Our operating expenses increased by USD2.0 million, or 68.8%, from USD2.8 million for the year ended March 31, 2023, to USD4.8 million for the year ended March 31, 2024.

Employee benefit expense consisted primarily salary and welfare expenses, which accounted for 0.3% and 0.4% of total revenue for respective year.

Other expenses consisted primarily of service fee paid to MAP for support services on arrangement of CMT orders placed with third-party contract manufacturers and export arrangements to customers. Other expenses increased by USD1.7 million, or 64.1%, from USD2.6 million for the year ended 31 March 2023, to USD4.3 million for the year ended March 31, 2024, mainly due to increase in sales for the year.

Other income

Other income primarily consisted of samples fee charged to customers. Other income increased by approximately USD0.1 million, or more than 100% is mainly due to higher interest income earned from fixed deposit placement in bank.

Income tax expense

Marginal decrease in income tax expense from USD0.82 million for the year ended March 31, 2023, to USD0.62 million for the year ended March 31, 2024. The decrease is generally in line with the decrease in our profit for the year.

Net income

As a result of the foregoing, our net income decreased by USD1.0 million, or 24.6%, from USD4.2 million for the year ended March 31, 2023, to USD3.2 million for the year ended March 31, 2024.

Liquidity and Capital Resources;

Bra Pro accounts have been prepared assuming that Bra Pro will continue as a going concern basis. The going concern basis assumes that assets are realized and liabilities are extinguished in the ordinary course of business at amounts disclosed in the financial statements. Bra Pro’s ability to continue as a going concern depends upon aligning its sources of funding (debt and equity) with the expenditure requirements of Bra Pro and repayment of the short-term debt facilities, if any, as and when they fall due.

Bra Pro has considered whether there is substantial doubt about its ability to continue as a going concern. Cash flow from operations and capital contributions and loans from shareholders have been utilized to finance the working capital requirements of Bra Pro. Bra Pro’s working capital was USD4.2 million as of March 31, 2024. And Bra Pro had a positive balance of USD6.0 million in cash and cash equivalents, which is unrestricted as to withdrawal and use as of March 31, 2024. In view of these circumstances, the management has given consideration to the future liquidity and performance of Bra Pro and its available sources of finance in assessing whether Bra Pro will have sufficient financial resources to continue as a going concern.

Cash Flows Analysis

The following table sets forth a summary of our cash flows for the periods indicated.