6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of December 2025

Commission File Number

001-42594

IOTHREE LIMITED

(Translation of registrant’s name into English)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒       Form 40-F ☐

EXPLANATORY NOTE

iOThree Limited (the “Company”) is furnishing this Form 6-K to provide the unaudited condensed consolidated financial statements for the six months ended September 30, 2025 and 2024 and incorporate such financial statements into the Company’s registration statement referenced below.

This Form 6-K, including the Exhibit 99.1, is hereby incorporated by reference into the registration statement of the Company on Form S-8 (File No. 333-289327) and shall be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

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1

FORWARD-LOOKING INFORMATION

This Report on Form 6-K contains forward-looking statements and information relating to us that are based on the current beliefs, expectations, assumptions, estimates and projections of our management regarding our company and industry. When used in this report, the words “may”, “will”, “anticipate”, “believe”, “estimate”, “expect”, “intend”, “plan” and similar expressions, as they relate to us or our management, are intended to identify forward-looking statements. These statements reflect management’s current view of us concerning future events and are subject to certain risks, uncertainties and assumptions, including among many others: our goals and strategies, our future business development, financial condition and results of operations, expected changes in our revenue, costs or expenditure, our expectations regarding demand for and market acceptance of our products and services, competition in our industry, government policies and regulations relating to our industry, and other risks and uncertainties which are generally set forth under the heading, Item 3.D. “Risk Factors” and elsewhere in our Annual Report on Form 20-F filed on June 30, 2025, as amended by Amendment No. 1 filed on August 6, 2025 (the “Annual Report”). Should any of these risks or uncertainties materialize, or should the underlying assumptions about our business and the markets in which we operate prove incorrect, actual results may vary materially from those described as anticipated, estimated or expected in this report.

All forward-looking statements included herein attributable to us or other parties or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable laws and regulations, we undertake no obligations to update these forward-looking statements to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events.

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EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1	Unaudited<br> Condensed Consolidated Financial Statements of iOThree Limited for the Six Months Ended September 30, 2025 and 2024
Exhibit 99.2	Operating and Financial Review and Prospects in Connection with the Unaudited Condensed Consolidated Financial Statements for the Six Months Ended September 30, 2025 and 2024
Exhibit 99.3	Press Release dated December 12, 2025
101.INS	Inline XBRL Instance Document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase<br> Document.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase<br> Document.
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase<br> Document.
104	Cover Page Interactive Data File (formatted as Inline<br> XBRL and contained in Exhibit 101).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: December 12, 2025	IOTHREE LIMITED
	By:	/s/ Eng Chye Koh
		Eng Chye Koh
		Chief Executive Officer and Chairman

4

Exhibit 99.1

IOTHREE LIMITED

INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIALSTATEMENTS

CONTENTS	PAGE(S )
CONDENSED CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2025 (UNAUDITED) AND MARCH 31, 2025	F-2
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2025 AND 2024	F-3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2025 AND 2024	F-4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2025 AND 2024	F-5
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	F-6

F-1

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IOTHREE LIMITED AND SUBSIDIARIES

UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCESHEETS

(Currency expressed in United States Dollars(“US$”))

		March 31,<br><br>2025
ASSETS
Current assets:
Cash and cash equivalents	842,393	$	443,117
Accounts receivable	1,644,193		1,325,186
Net investment in sales-type leases	167,888		203,381
Inventories	1,426,141		690,521
Deposits, prepayments and other receivables	1,313,080		1,467,600
Total current assets	5,393,695		4,129,805
Non-current assets:
Property and equipment, net	2,037,929		874,262
Intangible assets, net	342,862		367,939
Net investment in sales-type leases	229,663		294,499
Prepayments	1,089,222		-
Total non-current assets	3,699,676		1,536,700
TOTAL ASSETS	9,093,371	$	5,666,505
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	1,382,829	$	977,458
Customer deposits	1,050,960		1,377,535
Other payables and accrued liabilities	538,278		841,979
Bank borrowings	143,850		46,983
Lease liabilities	635,585		424,070
Total current liabilities	3,751,502		3,668,025
Long-term liabilities:
Bank borrowings	290,896		36,569
Lease liabilities	837,979		216,430
Total long-term liabilities	1,128,875		252,999
TOTAL LIABILITIES	4,880,377		3,921,024
Commitments and contingencies
Shareholders’ equity
Ordinary share, US0.00625 par value - 80,000,000 shares authorized, 25,650,000 shares issued and outstanding	160,313		150,000
Share premium	3,244,515		652,637
Retained earnings	808,166		942,844
Total shareholders’ equity	4,212,994		1,745,481
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	9,093,371	$	5,666,505

All values are in US Dollars.

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See accompanying notes to consolidated financial statements.

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F-2

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IOTHREE LIMITED AND SUBSIDIARIES

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTSOF OPERATIONS AND COMPREHENSIVE INCOME

(Currency expressed in United States Dollars(“US$”))

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	Six months ended<br><br> September 30,
	2025			2024
Revenues, net	$	7,344,351		$	5,253,753
Cost of revenue		(5,628,344	)		(4,228,027	)
Gross profit		1,716,007			1,025,726
Operating cost and expenses:
Sales and marketing expenses		(324,172	)		(260,279	)
General and administrative		(1,543,123	)		(723,839	)
Other operating income/(expenses)		11,230			(3,332	)
Total operating cost and expenses		(1,856,065	)		(987,450	)
Loss from operations		(140,058	)		38,276
Finance income		8,486			11,875
Finance cost		(21,394	)		(18,658	)
(Loss)/profit before income taxes		(152,966	)		31,493
Income tax credit		18,288			-
NET (LOSS)/PROFIT AFTER TAX	$	(134,678	)	$	31,493
Net loss per share
Basic and diluted	$	(0.01	)	$	-	**
Weighted average number of ordinary shares outstanding
Basic and diluted		25,650,000			24,000,000
**	The net income per share for period ended September 30, 2024<br>is immaterial.
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See accompanying notes to consolidated financial statements.

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F-3

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IOTHREE LIMITED AND SUBSIDIARIES

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTSOF CHANGES IN SHAREHOLDERS’ EQUITY

(Currency expressed in United States Dollars(“US$”), except for number of shares)

	Ordinary share				Additional		Retained		Total<br><br>shareholders’
	No. of shares		Amount		paid-in capital		earnings		equity
Balance as of April 1, 2024		*24,000,000	$	150,000	$	652,637	$	1,173,359	$	1,975,996
Net profit for the period		-		-		-		31,493		31,493
Balance as of September 30, 2024		24,000,000	$	150,000	$	652,637	$	1,204,852	$	2,007,489
	No. of<br><br>shares		Amount		Additional<br><br>paid-in capital		Retained <br>earnings			shareholders’<br> equity
---	---	---	---	---	---	---	---	---	---	---	---	---
Balance as of April 1, 2025		24,000,000	$	150,000	$	652,637	$	942,844		$	1,745,481
Issuance of ordinary shares through public offering, net		1,650,000		10,313		2,591,878		-			2,602,191
Net loss for the period		-		-		-		(134,678	)		(134,678	)
Balance as of September 30, 2025		25,650,000	$	160,313	$	3,244,515	$	808,166		$	4,212,994
*	Giving retroactive effect to the 24,000,000 shares issued<br>and outstanding following the share consolidation and share split on August 22, 2024, starting from the earliest period presented.
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See accompanying notes to consolidated financial statements.

F-4

IOTHREE LIMITED AND SUBSIDARIES

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTSOF CASH FLOWS

(Currency expressed in United States Dollars(“US$”))

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	Six months ended September 30,
	2025			2024
Cash flows from operating activities:
(Loss)/profit before income taxes	$	(152,966	)	$	31,493
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation of property and equipment		274,193			223,015
Bad debt expenses		-			-
Unrealised foreign exchange gain		(8,946	)		(7,204	)
Amortization of intangible assets		37,717			36,863
Intangible assets written off		79,481			-
Change in operating assets and liabilities:
Accounts receivable		(319,268	)		(238,287	)
Net investment in sales-type leases		100,329			25,359
Inventories		(735,620	)		93,611
Deposits, prepayments, and other receivables		(1,956,108	)		200,087
Accounts payable		407,254			(68,634	)
Customer deposits		(326,575	)		(654,196	)
Other payables and accrued liabilities		(303,701	)		265,463
Income tax payable		18,288			(19,249	)
Net cash used in operating activities		(2,885,922	)		(111,679	)
Cash flows from investing activities:
Purchase of property and equipment		(386,509	)		(329,139	)
Purchase of intangible assets		(28,456	)		-
Net cash used in investing activities		(414,965	)		(329,139	)
Cash flows from financing activities:
Net Proceeds from initial public offering		3,623,597			-
Proceeds from bank borrowings		388,636			-
Proceeds from lease financing		-			245,804
Repayment of bank borrowings		(40,146	)		(22,299	)
Repayment of lease liabilities		(286,542	)		(293,574	)
Payment of deferred offering costs		-			(168,804	)
Net cash generated from/(used in) financing activities		3,685,545			(238,873	)
Effect on exchange rate change on cash and cash equivalents		14,618			7,228
Net change in cash and cash equivalent		399,276			(672,463	)
BEGINNING OF PERIOD		443,117			995,092
END OF PERIOD	$	842,393		$	322,629
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash (received)/paid for income taxes	$	(18,288	)	$	19,249
Cash paid for interest	$	21,394		$	18,658

See accompanying notes to consolidated financial statements.

F-5

NOTE —

1 BUSINESS OVERVIEW AND BASIS OF PRESENTATION

Principal Activities

iOThree Limited (“iO3 Cayman”) was incorporated in the Cayman Islands on August 21, 2023 under the Companies Act as an exempted company with limited liability. The authorized share capital is $50,000 divided into 5,000,000 Ordinary Shares, at par value of US$0.01 each. On January 19, 2024, the authorized share capital increased to US$500,000 divided into 50,000,000 Ordinary Shares, at par value of US$0.01 each.

iO3 Cayman, through its subsidiaries (collectively with iO3 Cayman, the “Company”) are mainly engaged in the business of satellite communications and software.

Description of subsidiaries incorporated and controlled by the Company as at balance sheet date:

Name	Background	Effective ownership
iOThree Maritime Technologies Limited (“iO3 BVI”)	● British Virgin Islands company<br> <br>● Incorporated on August 21, 2023<br> <br>● Issued and outstanding 1,000 ordinary shares for US$1,000<br> <br>● Investment holding<br> <br>● Provision of investment holding	100% owned by iOThree Cayman
iO3 Pte. Ltd. (“iO3 Singapore”)	● Singaporean company<br> <br>● Incorporated on February 19, 2019<br> <br>● Issued and outstanding 147,360 ordinary shares for US$802,137<br> <br>● Satellite communications and software	100% owned by iO3 BVI
iO3 Sdn. Bhd.	● Malaysian company<br> <br>● Incorporated on April 23, 2025<br> <br>● Issued and outstanding<br>100 ordinary shares for RM100<br> <br>● Satellite communications and software	100% owned by iO3 Singapore

Reorganization

On August 21, 2023, our founder and Chief Executive Officer, Eng Chye Koh, incorporated iOThree Maritime Technologies Limited (“iO3 BVI”), a holding company incorporated under the laws of the British Virgin Islands, which has no substantial operations in the British Virgin Islands. On September 4, 2023, iO3 Cayman acquired 100% of the equity interests of iO3 BVI from Mr. Koh.

On October 6, 2023, as part of a reorganization for the purpose of this offering and listing on Nasdaq, iO3 BVI (at the direction of iO3 Cayman), acquired the entire equity interest in iO3 Singapore from its shareholders, namely Eng Chye Koh, Joanna Hui Cheng Soh, Zhenhua Yin, Wei Meng See, Loo Koon Goh and Tsang Nga Kwok, and as consideration, iO3 Cayman allotted and issued its shares to Tsang Nga Kwok and iO3 Strategic Investments Limited, which is owned by Eng Chye Koh, Joanna Hui Cheng Soh, Zhenhua Yin, Wei Meng See and Loo Koon Goh (i.e., iO3 Cayman allotted and issued an aggregate of 50,000 Ordinary Shares of par value of US$0.01 each of iO3 Cayman credited as fully paid to Tsang Nga Kwok and iO3 Strategic Investments Limited for a consideration of US$1,630,695 determined based on the net assets of iO3 Singapore as at March 31, 2023, which is settled by the transfer of an aggregate of 147,360 ordinary shares of iO3 Singapore to iO3 BVI). After the reorganization, iO3 Singapore became a wholly-owned subsidiary of iO3 BVI, which in turn, is our wholly-owned subsidiary.

On February 8, 2024, as of the final step in the series of reorganization transactions for the purpose of this offering and listing on Nasdaq, each shareholder of iO3 Cayman (i.e., iO3 Strategic Investments Limited, All Wealthy International Limited, Tsang Nga Kwok, One Investment and Consultancy Limited, Sakal Capital Pte. Ltd. and Shao Qi Limited) was allotted and issued shares in iO3 Cayman that were in proportion to their existing shareholdings, credited as fully paid up at par value out of the share premium account of iO3 Cayman. After such allotment and issuance, the total number of issued and outstanding shares of iO3 Cayman increased from 100,000 Ordinary Shares to 15,000,000 Ordinary Shares.

F-6

The financial statements of the Company were prepared on the basis as if the reorganization became effective as of the beginning of the first period presented in the accompanying consolidated financial statements of the Company. Accordingly, the results of the Company include the results of the subsidiaries for six months ended September 30, 2025 and 2024. Such manner of presentation reflects the economic substance of the companies, which were under common control throughout the relevant period, as a single economic enterprise, although the legal parent-subsidiary relationships were not established.

Forward Share Consolidation and ShareSplit

On August 22, 2024, the Company conducted share consolidation and share split as follow:

(a) Share consolidated at the ratio of 1:5, i.e. every 5 ordinary shares were consolidated to 1 ordinary share; and

(b) Share split at the ratio of 8:1, i.e. every 1 ordinary share was subdivided into 8 ordinary shares.

Subsequent to the above exercise, the Company has an authorised share of 80,000,000 ordinary shares of par value US$0.00625 each and 24,000,000 ordinary shares outstanding. All share and per share data prior to August 22, 2024 have been retroactively adjusted to reflect the forward share consolidation and share split throughout these consolidated financial statements.

NOTE

— 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

●	Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the regulations of the U.S. Securities and Exchange Commission ("SEC"). These financial statements do not include all of the information and disclosures required for complete annual financial statements and should be read in conjunction with the Company’s most recent audited consolidated financial statements and accompanying notes included in its most recent Form 20-F filed with the SEC on August 6, 2025.

All adjustments considered necessary for a fair presentation of the interim results have been included and are of a normal recurring nature.

●	Use of Estimates and Assumptions

The preparation of unaudited interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period presented. The estimates and assumptions used in preparing these unaudited interim condensed consolidated financial statements are consistent with those applied in the Company’s most recent annual audited financial statements, Form 20-F filed with the SEC on August 6, 2025.

F-7

There have been no material changes to the Company’s significant accounting estimates disclosed in the annual audited financial statements.

●	Basis of Consolidation

The unaudited interim condensed consolidated financial statements include the consolidated financial statements of the Company and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.

●	Significant Accounting Policies

The significant accounting policies applied in the preparation of these unaudited interim condensed consolidated financial statements are consistent with those applied and disclosed in the Company’s most recent annual audited financial statements, Form 20-F filed with the SEC on August 6, 2025. There have been no changes to these policies during the interim period.

●	Recently Issued Accounting Pronouncements

The recently issued accounting pronouncements disclosed in the Company’s most recent annual report on Form 20-F dated August 6, 2025 remain applicable, and there have been no material updates or new pronouncements during the interim period that would materially impact the Company’s financial statements.

The Company continues to monitor new ASUs issued by the FASB and will evaluate their impact on the consolidated financial statements upon adoption in future periods.

F-8

NOTE

— 3 BUSINESS SEGMENT AND DISAGGREGATION OF REVENUE (RESTATEMENT)

The Company has disaggregated its revenue from contracts with customers into categories based on the business segment and nature of the revenue in the following table:

	Six months ended September 30,
	2025												2024
	Satellite <br> connectivity <br> solution			Digitalization <br> and other <br> solution			<br><br><br><br>Unallocated			Total			Satellite <br> connectivity <br> solution			Digitalization <br> and other <br> solution			<br><br><br><br>Unallocated			Total
Revenue
Subscription	$	2,315,052			599,396			—			2,914,448		$	2,223,690			206,532			—			2,430,222
Equipment, device and services		837,853			3,592,050			—			4,429,903			1,253,059			1,570,472			—			2,823,531
		3,152,905			4,191,446			—			7,344,351			3,476,749			1,777,004			—			5,253,753
Cost of revenue
Subscription	$	(1,587,418	)		(399,907	)		—			(1,987,325	)	$	(1,408,718	)		(205,092	)		—			(1,613,810	)
Equipment, device and services		(718,350	)		(2,922,669	)		—			(3,641,019	)		(1,133,163	)		(1,481,054	)		—			(2,614,217	)
		(2,305,768	)		(3,322,576	)		—			(5,628,344	)		(2,541,881	)		(1,686,146	)		—			(4,228,027	)
Gross profit
Subscription	$	727,634			199,489			—			927,123		$	814,972			1,440			—			816,412
Equipment, device and services		119,503			669,381			—			788,884			119,896			89,418			—			209,314
		847,137			868,870			—			1,716,007			934,868			90,858			—			1,025,726
Operating expenses	$	(34,749	)		—			(1,821,316	)		(1,856,065	)	$	(55,538	)		—			(931,912	)		(987,450	)
Income from operations		812,388			868,870			(1,821,316	)		(140,058	)		879,330			90,858			(931,912	)		38,276
Finance income		8,486			—			—			8,486			11,875			—			—			11,875
Finance cost		(12,242	)		—			(9,152	)		(21,394	)		(16,121	)		—			(2,537	)		(18,658	)
Income before income taxes		808,632			868,870			(1,830,468	)		(152,966	)		875,084			90,858			(934,449	)		31,493
Segment assets	$	2,557,075			2,102,024			4,434,272			9,093,371		$	2,799,500			969,830			1,605,039			5,374,369
Segment liabilities		1,538,127			1,387,599			1,954,651			4,880,377			2,097,623			605,167			664,090			3,366,880

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F-9

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NOTE— 4 BANK BORROWINGS

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Bank borrowing consisted of the following:

	Term of repayments	Annual interest rate	September 30, 2025		March 31, <br>2025
Term loan	5 years	4.35%-7.75%	$	434,746	$	83,552

| Representing:- | | | | | | |

| Within 12 months | | | $ | 143,850 | $ | 46,983 |

| Over 1 year | | | | 290,896 | | 36,569 |

| | | | $ | 434,746 | $ | 83,552 |

As of September 30, 2025 and March 31, 2025, bank borrowings were obtained from a financial institution in Singapore, which bear annual interest at a fixed rate of 4.25%-7.75% (March 31, 2025: 4.25%) and are repayable in 5 years.

The Company’s bank borrowings are guaranteed under personal guarantees from the directors, Eng Chye Koh and Joanna Hui Cheng Soh, and a third party.

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NOTE —

5 LEASES

Company as a lessee

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The Company has entered into finance lease agreements to purchase the equipment used in its operations. The lease terms are 3 years. The right-of-use of the equipment are included under property and equipment.

The Company has also entered into 3-years operating lease agreements for its office. The Company adopts 4.33% as weighted average incremental borrowing rate to determine the present value of the lease payments.

The table below presents the lease-related assets and liabilities recorded on the consolidated balance sheet.

	September 30, <br>2025		March 31, <br>2025
Assets
Finance lease, right-of-use assets, net	$	568,447	$	622,075
Operating lease, right-of-use assets, net		1,145,034		126,372
Total right-of-use asset	$	1,713,481	$	748,447
Liabilities
Current:
Finance lease liabilities	$	235,513	$	308,125
Operating lease liabilities		400,072		115,945
		635,585		424,070
Non-current:
Finance lease liabilities		102,093		216,430
Operating lease liabilities		735,886		-
		837,979		216,430
Total lease liabilities	$	1,473,564	$	640,500

F-10

	Six months ended<br><br>September 30,
	2025		2024
Finance lease cost:
Interest on lease liabilities (per ASC 842)	$	8,699	$	14,527
Operating lease cost:
Operating lease expense (per ASC 842)		99,993		77,656
Total lease expense	$	108,692	$	92,183

The Company excludes short-term leases (those with lease terms of less than one year at inception) from the measurement of lease liabilities or right-of-use assets. There were no short-term leases for six months ended September 30, 2025 and March 31, 2025.

Components of Lease Expense

The Company recognize lease expense on a straight-line basis over the term of the operating leases, as reported within “general and administrative” expense on the accompanying consolidated statement of operations.

Future Contractual Lease Payments

Financelease

As of September 30, 2025 and March 31, 2025, the maturities of finance lease liabilities (excluding short-term leases) were as follows:

	September 30, <br>2025			March 31, <br>2025
Less than 1 year	$	243,921		$	322,296
More than 1 year		103,824			221,097
Total undiscounted lease payments		347,745			543,393
Less: Interest		(10,139	)		(18,838	)
	$	337,606		$	524,555
Representing:-
Current liabilities	$	235,513		$	308,125
Non-current liabilities		102,093			216,430
		337,606			524,555

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Operatinglease

As of March 31, 2025 and March 31, 2024, the maturities of operating lease liabilities (excluding short-term leases) were as follows:

	September 30, <br>2025		March 31, <br>2025
Less than 1 year (current liabilities)	$	400,072	$	115,945
From 1 to 2 years (non-current liabilities)		735,886		-
	$	1,135,958	$	115,945

F-11

NOTE

— 6 RELATED PARTY TRANSACTIONS

The Company’s bank borrowings of $434,746 are guaranteed under personal guarantees from the executive directors.

On April 28, 2025, our subsidiary, iO3 Singapore, repaid $331,600 to the directors in respect of an interest-free loan provided by them.

Apart from the transactions and balances detailed elsewhere in these accompanying consolidated financial statements, the Company has no other significant or material related party transactions during the years presented.

NOTE

— 7 COMMITMENTS AND CONTINGENCIES

Litigation — From time to time, the Company may be involved in various legal proceedings and claims in the ordinary course of business. The Company currently is not aware of any legal proceedings or claims that it believes will have, individually or in the aggregate, a material adverse effect on its business, financial condition, operating results, or cash flows.

As of September 30, 2025 and March 31, 2025, the Company has no material commitments or contingencies.

NOTE

— 8 OFF-BALANCE SHEET TRANSACTIONS

As of September 30, 2025, the Company has not entered into any material off-balance sheet transactions or arrangements.

The Company has not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. In addition, the Company has not entered into any derivative contracts that are indexed to our own shares and classified as shareholders’ equity, or that are not reflected in our consolidated financial statements. Furthermore, the Company do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. Moreover, the Company do not have any variable interest in an unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

NOTE

— 9 SUBSEQUENT EVENTS

On November 6, 2025, the Company announced that its shareholders and Board of Directors approved a one-for-ten reverse share split of the Company’s issued and unissued Ordinary Shares, Class A shares, and preferred shares. The reverse share split became effective on November 10, 2025. Upon effectiveness, every ten Ordinary Shares automatically combined into one Ordinary Share. Outstanding warrants were proportionately adjusted in accordance with their terms. No fractional shares were issued, and any fractional amounts were rounded up to the nearest whole share.

Following the reverse share split, the Company had approximately 733,347 Ordinary Shares and 1,831,675 Class A Shares issued and outstanding. The reverse share split will be retroactively reflected in all shares and per-share information in the period in which the financial statements are issued.

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before condensed consolidated financial statements are issued, the Company has evaluated the impact of all events or transactions that occurred after September 30, 2025, up through the date the Company issued the unaudited consolidated financial statements. Apart from the transactions disclosed elsewhere in these accompanying consolidated financial statements, the Company did not have any material subsequent events other than disclosed above.

F-12

Exhibit 99.2

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OPERATING AND FINANCIAL REVIEW AND PROSPECTS

You should readthe following discussion and analysis of our financial condition and results of operations in conjunction with our unaudited condensedconsolidated financial statements and the related notes included elsewhere in this Form 6-K for the six months ended September 30, 2025.This discussion may contain forward-looking statements. Our actual results and the timing of events could differ materially from thoseanticipated in these forward-looking statements as a result of various factors detailed in our filings with the U.S. Securities and ExchangeCommission (the “SEC”).

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Overview

We are a holding company incorporated as an exempted company under the laws of the Cayman Islands. As a holding company with no material operations of our own, we conduct all of our operations through our operating entity incorporated in Singapore, iO3 Pte. Ltd. (“iO3 Singapore”) and its newly-formed subsidiary incorporated in Malaysia, iO3 Sdn. Bhd.

We are a leading provider of maritime digital technologies including satellite connectivity and digitalization solutions in Singapore focused on facilitating the maritime industry towards digital transformation. Based on the Frost & Sullivan Report, as of March 31, 2024, we ranked fifth in the Singaporean market based on revenue from the provision of maritime connectivity and digital solutions with a market share of approximately 6.2%. Our company was established to adopt an innovative approach towards the management of solutions accustomed to contemporary needs and drive the digital evolution in the maritime industry.

We generate revenue from our two operating segments: (i) satellite connectivity solution, and (ii) digitalization and other solutions. In the satellite connectivity segment, we offer integrated satellite connectivity solutions through the provision of satellite connectivity services and the sales and/or lease of satellite network equipment and devices for shipboard network management. In the digitalization and other solutions segment, we are involved in designing digital solutions, providing IT support, and providing shipboard support services for IT and OT applications enablement.

Our digitalization platform — “Just A Really Very Intelligent System” (“JARVISS”) — has been specifically designed to support enhanced integrated solutions, asset optimization and delivery of secured critical applications globally. It hosts a fleet of native applications developed by us as well as third party applications, consolidating essential functions such as IoT and vessel management. Our unique platform seamlessly integrates these applications, simplifying maritime operations and fostering unprecedented efficiency and leads us to be the pioneer of integrated maritime connectivity and digital solution providers. In addition to JARVISS, our portfolio of digital solutions encompasses our V.Suite solutions and our new maritime ERP system FRIDAY.

Recent Developments

On April 11, 2025, we completed our initial public offering of 1,650,000 ordinary shares (“Ordinary Shares”) sold at a public offering price of $4.00 per share, or the IPO. The Ordinary Shares offered and sold in the IPO were registered under the Securities Act pursuant to our Registration Statement on Form F-1 (File No. 333-276674), which was declared effective by the SEC on March 31, 2025. Our Ordinary Shares commenced trading on the Nasdaq Capital Market under the symbol “IOTR” on April 10, 2025.

On April 23, 2025, we incorporated a new wholly owned subsidiary, iO3 Sdn Bhd, in Malaysia. iO3 Sdn. Bhd is wholly owned by our Singapore-based subsidiary, iO3 Pte Ltd. and it is mainly engaged in the business of satellite communications and software.

On July 29, 2025, the Board has approved the iOThree Limited 2025 Equity Incentive Plan (the “Plan”), pursuant to which the Company is authorized to issue up to 641,250 Ordinary Shares, par value $0.0625 per share (on a post-split basis reflecting the reverse share split described below), in the form of incentive share options, non-statutory share options, restricted shares, restricted share units and share appreciation rights to employees, directors, and consultants of the Company or any affiliates of the Company. The Plan will expire ten years from the date of approval.

On October 10, 2025, at the Extraordinary General Meeting of Members of the Company, the Company’s shareholders approved, among others, the Second Amended and Restated Memorandum and Articles of Association, pursuant to which the Company’s share capital has changed to consist of 70,000,000 Ordinary Shares, 9,000,000 Class A shares, and 1,000,000 preferred shares (on a post-split basis reflecting the reverse share split described below). At the meeting, the Company’s shareholders also approved the redesignation of certain issued Ordinary Shares, including 403,435 Ordinary Shares held by All Wealthy International Limited and 1,428,240 Ordinary Shares held by iO3 Strategic Investments Limited (on a post-split basis reflecting the reverse share split described below), as issued Class A shares, on a one-for-one basis. Each Class A share is entitled to 50 votes, compared to one (1) vote per Ordinary Share. Class A shares are convertible into Ordinary Shares at any time at the holder’s option on a 1:1 basis. Except for the differences in voting and conversion rights, the Class A Shares and Ordinary Shares have identical rights and rank equally in all other respects.

On November 6, 2025, the Company announced that its shareholders and Board of Directors approved a one-for-ten reverse share split of the Company’s issued and unissued Ordinary Shares, Class A shares, and preferred shares (the “reverse share split”). The reverse share split became effective on November 10, 2025. Upon effectiveness, every ten Ordinary Shares automatically combined into one Ordinary Share. Outstanding warrants were proportionately adjusted in accordance with their terms. No fractional shares were issued, and any fractional amounts were rounded up to the nearest whole share. Immediately following the reverse share split and as of the date of this report, the Company had approximately 733,347 Ordinary Shares and 1,831,675 Class A shares issued and outstanding. The reverse share split is retroactively reflected in all share and per-share information in the period in which the financial statements are issued.

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Factors Affecting Our Performance and RelatedTrends

We believe that the key factors affecting our performance and financial performance include:

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Impact of the overall economic conditionsand oil prices

The health of the global economy, particularly fluctuations in oil prices, directly affects shipping volumes and maritime activity. Prolonged economic downturns or volatile fuel prices may lead to reduced demand for our technology solutions as shipping companies seek to cut costs.

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Maritime regulations impacting our servicesand offerings

Maritime regulations that facilitate or limit our ability to provide our offerings impact our financial performance. For example, our operations may benefit from the changes to the regulatory requirements applicable to the shipping and maritime industry including but not limited to stricter requirements adopted by international organizations, such as the International Maritime Organization, or by individual countries or charterers and actions taken by regulatory authorities for safety and environmental compliance. Compliance with such laws, regulations and standards, where applicable, may require installation of new equipment or implementation of operational changes and may create new business opportunities to the Company. On the other hand, these costs could have a material adverse effect on the costs of maintaining our customers’ vessels, which in turn affects their financial ability to subscribe to our services or offerings. In addition, a failure to comply with applicable laws and regulations may result in administrative and civil penalties, criminal sanctions or the suspension or termination of operations of our customers’ vessels, which in turn affects our business operations since the customers would have to cease operating their vessels, hence terminating our services and their subscriptions to our services.

2

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Our ability to expand into other jurisdictions

We intend to expand our business operations in terms of the services and solutions we offer by establishing offices in other Asian countries and the Middle East in order to increase and diversify revenue channels and further engage our customers. As such, we plan to scale up our services in terms of sales and lease of equipment and devices, and solution offerings. Entering new geographic markets requires us to invest in personnel, marketing, and infrastructure, including additional offices and distribution networks. Our international expansion may result in increased costs and is subject to a variety of risks, including low initial brand awareness, local competition, inventory risks and compliance with foreign laws and regulations. While we expect our operating expenses to increase as we continue to expand our business, we expect such expenses to decrease as a percentage of revenue over time as we continue to streamline our business and benefit from economies of scale. We believe that our ability to successfully expand our business operations, both geographically and through our offerings, is paramount to our ability to achieve and maintain long-term profitability.

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Impact of fluctuations in costs of revenue

We are sensitive to price movements in equipment for satellite connectivity solutions and digitalization and other solutions. Our material purchases are for electronics equipment and satellite connectivity such as antenna, satellite phone, modem, IP handsets, wireless access points etc. for satellite connectivity solution, and hardware/software components and shipboard equipment for digitalization and other solutions. Prices for these products, along with costs for transportation and delivery, fluctuate with market conditions, and have generally increased over time with inflation. We may be unable to offset the impact of price increases on a timely basis due to outstanding commitments to our customers, and our financial performance could be adversely impacted. A failure by our suppliers to continue to supply us with component parts and equipment for satellite connectivity at reasonable prices could have a material adverse effect on us. To the extent there are material fluctuations in the prices of electronics equipment and satellite connectivity, our margins could be materially adversely impacted.

Chip supply constraints

Chips are integral to our equipment and digital solutions. An on-going shortage of chips could materially affect our operations and business. We may encounter higher prices of electronic equipment such as modems, routers, and antennas, which would significantly increase our cost of sales, thereby affecting our profitability and financial performance. In addition, as satellite connectivity forms a substantial part of our revenues, should the satellite operators increase their bandwidth pricing, it may have a significant impact on our service costs, and hence increase our cost of sales.

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Components of Results of Operations

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Revenue

Satellite Connectivity Solution

There are two main categories of revenue generated through satellite connectivity solution:

(i)	Subscription income — Monthly subscription fee is charged to customer for the satellite connection service in relating to the airtime, bandwidth subscription plan and value-added service subscribed. The contracts with customers are normally within five years and are generally non-cancellable; and
(ii)	Sales and lease of satellite network equipment and devices.
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We sell or lease the satellite network equipment and devices to customers. We provide engineering and installation service to our customers. The revenue generated, inclusive of shipping and handling fees charged to customers, are as below:

(a)	Sales of equipment and devices;
(b)	Sales-type lease of equipment and devices; and
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(c)	Operating lease of equipment and devices.
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3

Digitalization and Other Solutions

Our revenue generated from digitalization and other solutions are as below:

(i)	Subscription income from JARVISS digital platform — JARVISS digital platform was launched in early 2022. We provide customers access to the digital platform to help their daily operation management. Monthly subscription fee is charged to the customers based on the number of user access and number of service elements subscribed.
(ii)	Revenue generated from IT support services — Customers specify their IT support requirements in the contracts, which may include purchase of IT equipment, purchase and installation of software in certain IT equipment and devices. We charge customers the equipment cost and service fee. We also provide IT help desk service and technical support and charge customers a monthly fee.
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(iii)	Revenue generated from shipboard support services — At the customers’ request, we supply and install shipboard equipment as per customer’s specification. We charge customers the equipment cost, installation fee, shipping and handling fee.
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Cost of Revenue

Satellite Connectivity Solution

Our cost of revenue for satellite connectivity solution consists primarily of:

(i)	Costs of satellite subscription services payable to satellite operators in relating to airtime consumed, bandwidth subscription plan, and value-added service subscribed.
(ii)	Costs of satellite network equipment and devices such as antenna, satellite phone, modem, IP handsets, wireless access points, etc.
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(iii)	Other costs include staff costs, subcontractor costs, depreciation and shipping and handling costs.
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Digitalization and Other Solutions

Our cost of revenue for digitalization and other solutions consists primarily of:

(i)	Costs of IT software and hardware, including network infrastructure related devices, firewalls and security appliances, computer and servers, printer and scanning equipment etc.;
(ii)	Costs of shipboard equipment; and
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(iii)	Other costs include staff costs, subcontractor costs, amortization and shipping and handling costs.
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Operating Cost and Expenses

Sales and Marketing Expenses

Our sales and marketing expenses consist primarily of (i) staff costs of our sales and marketing personnel which include salaries, central provident funds, staff bonus and other employee benefits, (ii) commission to our agents, and (iii) marketing and advertising fee.

General and Administrative Expenses

Our general and administrative expenses consist primarily of wages and salaries, travelling expenses, general office expenses, depreciation expenses, IT expenses, repairs and maintenance and entertainment expenses.

4

Other Operating (Expenses)/Income, Net

Our other operating income consists primarily of government grants, foreign exchange gains, commission received and others. Our other operating expenses consist primarily of foreign exchange losses and others such as withholding tax for overseas customers.

Finance Income

Our finance income consists of interest income from sales-type lease of satellite network equipment.

Finance Costs

Our finance costs consist primarily of interest expenses relating to finance lease and bank borrowing.

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Results of Operations

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Comparison of the Six Months Ended September 30, 2025 and 2024

	Six months ended September 30,
	2025									2024									6 Months ended
	Satellite			Digitalization						Satellite			Digitalization						September 30, 2025 vs 2024
	connectivity			and other						connectivity			and other						Changes
	solution			solution			Total			solution			solution			Total			‘million	%
Revenue
Subscription	$	2,315,052			599,396			2,914,448		$	2,223,690			206,532			2,430,222				20.8	%
Equipment, device and services		837,853			3,592,050			4,429,903			1,253,059			1,570,472			2,823,531				57.1	%
		3,152,905			4,191,446			7,344,351			3,476,749			1,777,004			5,253,753				39.6	%
Gross profit
Subscription	$	727,634			199,489			927,123		$	814,972			1,440			816,412
Equipment, device and services		119,503			669,381			788,884			119,896			89,418			209,314
		847,137			868,870			1,716,007			934,868			90,858			1,025,726				70.0	%
Gross profit
Subscription		31.4	%		33.3	%		31.8	%		36.6	%		0.7	%		33.6	%
Equipment, device and services		14.3	%		18.6	%		17.8	%		9.6	%		5.7	%		7.4	%
Overall Gross profit		26.9	%		20.7	%		23.4	%		26.9	%		5.1	%		19.5	%

All values are in US Dollars.

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Revenue

Total revenue increased by approximately $2.1 million or 39.6% from approximately $5.3 million for the six months ended September 30, 2024 to approximately $7.3 million for the six months ended September 30, 2025. The increase in revenue was contributed by customers from Singapore of approximately $2.9 million. The increase was offset by the decrease in contribution from Malaysia of approximately $0.2 million, Israel of approximately $0.2 million, Republic of Marshall Islands of approximately $0.1 million and United States of approximately $0.2 million.

Revenue generated from our satellite connectivity solution decreased by approximately $0.3 million or 8.6% from approximately $3.5 million for the six months ended September 30, 2024 to approximately $3.2 million for the six months ended September 30, 2025, mainly due to the decrease in sales and lease of satellite network equipment, device and services of approximately $0.4 million.

5

Revenue generated from digitalization and other solutions increased by approximately $2.4 million or 133.3% from approximately $1.8 million for the six months ended September 30, 2024 to approximately $4.2 million for the six months ended September 30, 2025 mainly due to increase in revenue generated from sales of IT equipment and services of approximately $2.0 million.

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Gross Profit

The overall gross profit increased by $0.7 million or 70% to $1.7 million for the six months ended September 30, 2025, from $1.0 million for the same period last year. The increase was mainly contributed by the increase in revenue generated from digitalization and other solutions as mentioned above.

The gross profit margin of satellite connectivity solution was approximately 26.9% for the six months ended September 30, 2025, which was consistent with that of the same period last year.

The gross profit margin of digitalization and other solutions increased to 20.7% for the six months ended September 30, 2025, from 5.1% for the same period last year. This was mainly due to the improvement in economic scale as we expand our business.

As a result, the overall gross profit margin increased to approximately 23.4% for the six months ended September 30, 2025, from approximately 19.5% for the same period last year.

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Sales and Marketing Expenses

The sales and marketing expenses increased by approximately $0.1 million for the six months ended September 30, 2025 compared to the same period last year. This was mainly due to increase in headcounts.

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General and Administrative expenses

The general and administrative expenses increased by $0.8 million to approximately $1.5 million for the six months ended September 30, 2025, from $0.7 million for the same period last year. The increase was mainly due to higher staff costs of approximately $0.2 million resulting from the recruitment of additional employees, and listing company compliance costs of approximately $0.5 million, including directors’ fees, legal fees, investor relations fees, and other related expenses.

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(Loss)/Income before Income Taxes

As a result of the foregoing, the loss before income tax for the six months ended September 30, 2025 was approximately $153,000 compared to profit before tax of approximately $31,000 for the same period last year.

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Income Tax Credit/(Expense)

We recorded an income taxes credit of approximately $18,000 for the six months ended September 30, 2025 mainly due to the reversal of over provision of income taxes in relating to prior financial years.

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Net (Loss)/Income

As a result of the foregoing, the net loss was $135,000 for the six months ended September 30, 2025 compared to net profit of approximately $31,000 for the same period last year.

6

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Liquidity and Capital Resources

We were incorporated in the Cayman Islands as a holding company and our Cayman Islands holding company did not have active business operations as of the date of this report. Our consolidated assets and liabilities, consolidated revenue and net income are the operation results of our subsidiaries in Singapore and Malaysia. Current Singapore regulations permit our Singapore subsidiary to pay dividends to its shareholder, iOThree Limited, our Cayman Islands holding company (“iO3 Cayman”), only out of its accumulated profits, if any, determined in accordance with Singapore accounting standards and regulations. There are no exchange or capital controls under Singapore laws and both residents and non-residents are free to convert Singapore dollars to foreign currencies and/or remit such currencies out of the country. Under current Singapore tax rules, there is no withholding tax imposed on dividends, regardless of whether they are paid to Singapore or foreign shareholders. However, foreign shareholders may be taxed on the receipt of such dividends back in their own home country, which will depend on the tax laws in the respective countries where they are resident. As of September 30, 2025, none of the net assets of our subsidiary in Singapore were restricted net assets. For the six months ended September 30, 2025, iO3 Singapore, our subsidiary in Singapore transferred $78 to iO3 Cayman, our Cayman Islands holding company  .

In assessing our liquidity, we monitor and analyze our cash on-hand and our operating expenditure commitments. Our liquidity needs are to meet our working capital requirements and operating expense obligations. Historically, we have financed our operations primarily through cash generated by operations and bank borrowing. Other than bank borrowing, the Company has no other debt instruments.

As at September 30, 2025, our working capital was approximately $1.6 million, our cash and cash equivalents amounted to approximately $0.8 million, our current assets were approximately $5.4 million, and our current liabilities were approximately $3.8 million.

Based on our current operating plan, we believe that our existing cash and cash equivalents and anticipated cash generated from operating activities will be sufficient to meet our anticipated working capital and capital expenditures for at least the next 12 months. Our future working capital requirements will depend on many factors, including the rate of our revenue growth, our introduction of new solutions, and expansion of our business operation. To the extent that our cash and cash equivalents, and cash flow from operating activities are insufficient to fund our future activities, we may need to raise additional funds through bank credit arrangements, or public or private equity or debt financings. We also may need to raise additional funds in the event we decide in the future to acquire businesses, technologies and products that will complement our existing operations. In the event additional funding is required, we may not be able to obtain bank credit arrangements or equity or debt financing on terms acceptable to us or at all.

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Cash Flows

As of September 30, 2025, cash and cash equivalents increased to $0.8 million, from $0.4 million as of March 31, 2025.

Net cash used in operating activities was $2.9 million for the six months ended September 30, 2025, compared to $0.1 million for the same period of last year.

Net cash used in investing activities was $0.4 million for the six months ended September 30, 2025, compared to net cash provided by investing activities of $0.3 million for the same period of last year.

Net cash provided by financing activities increased to $3.7 million for the six months ended September 30, 2025, compared to net cash used in financing activities of $0.2 million for the same period of last year.

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Off-Balance SheetArrangements

We did not have any off-balance sheet arrangements as of September 30, 2025.

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Capital Expenditures

For the six months ended September 30, 2025, we had capital expenditures of approximately $0.4 million. Our capital expenditures were mainly used for the purchase of property, equipment and intangible assets.

Contractual Obligations

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As of September 30, 2025, the Company has no material commitments or contingencies.

7

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Exhibit 99.3

iOThree Limited Chairman and CEO Letter to Shareholders

Singapore, Dec. 12, 2025 (GLOBE NEWSWIRE) -- iOThree Limited (“iO3” or the “Company”) (Nasdaq: IOTR), a pioneering provider of digital solutions for the maritime industry, today issued the following letter from the Company’s chairman and chief executive officer to its shareholders.

Dear Fellow Shareholders,

Year 2025 has been a defining year for our company — our first year as a listed entity on Nasdaq, and one that has underscored the strength of our business model and the resilience of our team. Amid continued transformation across the maritime and technology sectors, we have delivered solid operational and financial results, strengthened our foundations, and advanced our long-term growth agenda.

For the financial year ended 31 March 2025, revenue rose 22.3% to US$10.5 million, reflecting both our sales momentum and disciplined execution across the organization. Gross profit improved to US$1.9 million, supported by steady project delivery, recurring revenues from software and solutions, and continued cost efficiency. For our half-year ended 30 September 2025 following our listing, revenue maintained its upward trajectory, increasing by 39.6% to US$7.3 million. These results demonstrate the underlying health of our business and the scalability of our platform.

Beyond financial performance, 2025 was marked by meaningful progress on multiple strategic fronts. We achieved ISO 9001 and ISO 14001 certifications — a strong validation of our commitment to quality, operational excellence, and environmental responsibility. We also completed the relocation of our headquarters and operational facilities to a larger, purpose-built premise, enabling greater integration across teams, improved workflow efficiency, and capacity for future growth.

Innovation remained central to our progress. During the year, three of our proprietary digital solutions received classification approval from a leading international classification society — including our F.R.I.D.A.Y. Planned Maintenance System (PMS), which enhances operational efficiency and supports carbon reporting. These milestones strengthen our competitive position as a trusted and forward-looking technology partner to the global maritime industry.

We also continued to expand our collaborative ecosystem through new partnerships and deployments in various maritime hubs to broaden our geographical presence. Other partnerships include integrating AI-assisted navigation capabilities into our V.Sight platform and also enhancing overall safety and operational efficiency. Each of these partnerships exemplifies how we create long-term value by combining technology, insight, and execution.

From a market perspective, the outlook for maritime connectivity and digital solutions remains highly attractive. Independent research forecasts industry growth at a compounded annual rate of 5.6% through 2028, driven by accelerating digitalization, increasing vessel numbers, and rising demand for automation and sustainability. Within this environment, our proven solutions, expanding client base, and strong balance sheet place us in an excellent position to capture further opportunities.

Asia Pacific remains a key growth engine, supported by strong structural demand and digitalization momentum in Taiwan, Singapore, Japan, and Korea. To build on this, we are preparing to expand our market presence in North Asia, backed by a robust pipeline of projects extending over the next two years.

Looking ahead, our strategic priorities are clear — to deepen our technology capabilities, scale our global footprint, pursue suitable M&A and alliances, and continue delivering sustainable growth. Consistent with the planned use of IPO proceeds, we are allocating resources to accelerate product innovation, obtain further classification approvals, and strengthen marketing and brand visibility. These investments will enhance our long-term competitiveness and reinforce our market leadership.

As we move into 2026, we remain confident in our trajectory. With a resilient business model, a capable and committed team, and a strong balance sheet, we are well placed to build on our momentum and deliver enduring value for our shareholders.

On behalf of the leadership team, I extend my sincere appreciation to our employees for their dedication, to our clients and partners for their trust and collaboration, and to our shareholders for your continued confidence and support. Together, we chart the next wave of innovation.

Eng Chye Koh

Chief Executive Officer and Chairman

iOThree Limited

ABOUT iO3

iO3 is a leading provider of maritime digital technologies, offering a comprehensive range of solutions and services to optimize vessel operations, enhance safety, and improve overall efficiency. With a commitment to driving digital innovation in the maritime industry, iO3 empowers shipowners to adapt to evolving market demands and embrace the benefits of advanced technologies. For further information, visit www.io3.sg and https://www.linkedin.com/company/io3-pte-ltd.

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Forward-Looking Statements

Certain statements in this release constitute forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. All forward-looking statements, expressed or implied, in this release are based only on information currently available to the Company and speak only as of the date on which they are made. Investors can find many (but not all) of these statements by the use of words such as "approximates," "believes," "hopes," "expects," "anticipates," "estimates," "projects," "intends," "plans," "will," "would," "should," "could," "may" or other similar expressions in this release. Except as otherwise required by applicable law, the Company disclaims any duty to publicly update any forward-looking statement to reflect events or circumstances after the date of this release. These statements are subject to uncertainties and risks, including, but not limited to, the uncertainties related to market conditions, and other factors discussed in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”). Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results. Additional factors are discussed in the Company's filings with the SEC, which are available for review at www.sec.gov.

For further information, please contact:

iOThree Limited

Investor Relations: ir@io3.sg