As filed with the U.S. Securities and Exchange Commission on July 1, 2025

Registration No. 333-[•]

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

______________________________________________________________________

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

______________________________________________________________________

Republic Power Group Limited
(Exact name of registrant as specified in its charter)

______________________________________________________________________

#04-09 Techplace II,
5008 Ang Mo Kio Ave 5
Singapore 569874
+65 6717 7722
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

______________________________________________________________________

Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
(800) 221-0102

(Name, address, including zip code, and telephone number, including area code, of agent for service)

______________________________________________________________________

With a Copy to:

______________________________________________________________________

Approximate date of commencement of proposed sale to the public: Promptly after the effective date of this registration statement.

The Registrant hereby amends 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 U.S. Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

[•] Class A Ordinary Shares Offered by Republic Power Group Limited
500,000 Class A Ordinary Shares Offered by the Selling Shareholders

Republic Power Group Limited

This is an initial public offering of our Class A ordinary shares, par value $0.000625 per share (“Class A Ordinary Shares”). We are offering [•] Class A Ordinary Shares, and the selling shareholders named herein (the “Selling Shareholders”) are offering an aggregate of 500,000 Class A Ordinary Shares, in each case, to be sold on a firm commitment basis in this offering. Prior to this offering, there has been no public market for our Class A Ordinary Shares. We expect the initial public offering price will be in the range of $[•] to $[•] per Class A Ordinary Share. We have reserved the symbol “RPGL” for purposes of listing our Class A Ordinary Shares on the Nasdaq Capital Market (“Nasdaq”) and will apply to list our Class A Ordinary Shares on Nasdaq. The closing of this offering is conditioned upon Nasdaq’s approval of our listing application. We cannot assure you that our application will be approved; if it is not approved by Nasdaq, we will not proceed with this offering.

We are an “emerging growth company,” as that term is used in the Jumpstart Our Business Startups Act of 2012, and as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings. See “Prospectus Summary — Implications of Being an Emerging Growth Company.” beginning on page 6 and “Risk Factors — Risks Related to Our Ordinary Shares and this Offering — Upon the completion of this offering, we will qualify as an “emerging growth company” under the JOBS Act. As a result, we will be subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not emerging growth companies and our shareholders could receive less information than they might expect to receive from more mature public companies.” beginning on page 23 for more information.

Investing in our Class A Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors” beginning on page 12 to read about factors you should consider before buying our Class A Ordinary Shares.

We have a dual class share structure with different voting rights consisting of Class A Ordinary Shares and Class B Ordinary Shares (as defined below). As of the date of this prospectus, our authorized share capital is $50,000 divided into two classes of shares, including (i) unlimited Class A Ordinary shares of $0.000625 par value each, and (ii) 50,000,000 Class B ordinary shares of $0.000625 par value each (each, a “Class B Ordinary Share,” and collectively, “Class B Ordinary Shares”). Holders of Class A Ordinary Shares and Class B Ordinary Shares have the same rights, except for dividend, voting, transfer, and conversion rights. Each Class A Ordinary Share is entitled to one (1) vote, and each Class B Ordinary Share is entitled to ten (10) votes. Class A Ordinary Shares will not be convertible into Class B Ordinary Shares under any circumstances. The Class B Ordinary Shares are convertible into Class A Ordinary Shares at the option of the holder on a one-to-one basis. As of the date of this prospectus, True Sage International Limited (“True Sage”), a wholly owned company of our chairman of the board of directors (“Chairman”), Mr. Hao Feng Ng (“Mr. Ng”), is the sole shareholder of all issued and outstanding Class B Ordinary Shares. See “Prospectus Summary — Increase of Authorized Shares, Forward Split and Reserve Split” on page 5 and section titled “Description of Share Capital” beginning on page 80 for details.

Upon the completion of this offering, True Sage will control more than 50% of the total voting power of our outstanding share capital, as further described under “Principal Shareholders” in this prospectus. Mr. Ng, through True Sage, could exert substantial influence over matters such as electing directors and approving material mergers, acquisitions, strategic collaborations, or other business combination transactions. As a result, we are a “controlled company” as defined under the Nasdaq Capital Market Marketplace Rule 5615(c). For so long as we remain a controlled company as defined under those rules, we are exempt from, and our shareholders generally are not provided with the benefits of, some of the Nasdaq corporate governance requirements. Please read “Prospectus Summary — Implications of Being an Controlled Company” beginning on page 7 and “Risk Factors — Risks Related to Our Ordinary Shares and this Offering — As a “controlled company,” we are exempt from certain Nasdaq corporate governance requirements, which may result in our independent directors not having as much influence as they would if we were not a controlled company. We may also choose to exempt our company from certain corporate governance requirements that could have an adverse effect on our public shareholders.” beginning on page 23 for more information.

The Selling Shareholders will sell an aggregate 500,000 Class A Ordinary Shares held by them at a fixed price equal to the initial public offering price in this offering. We will not receive any proceeds from the sales of any of the Class A Ordinary Shares being offered by the Selling Shareholders.

We are a “foreign private issuer” as defined under the federal securities laws and will be subject to reduced public company reporting requirements. Please see “Prospectus Summary — Implications of Being a Foreign Private Issuer” beginning on page 6 for more information.

____________

(1)      We and the Selling Shareholders have agreed to pay Bancroft Capital, LLC (“Bancroft,” or “Underwriter,” or the “Representative”) a discount equal to 7% of the gross proceeds of the offering. In addition to the underwriting discounts, we have also agreed to reimburse Bancroft a non-accountable expense allowance equal to 1% of the gross proceeds of the offering. See “Underwriting” in this prospectus for more information regarding our arrangements with the Underwriter.

(2)      The total estimated expenses related to this offering are set forth in the section entitled “Expenses Related to This Offering.”

(3)      We will not receive any proceeds from the sale of Class A Ordinary Shares by the Selling Shareholders.

(4)      Initial offering price is assumed to be $[•] per Class A Ordinary Share.

The Underwriter is selling our and the Selling Shareholders’ Class A Ordinary Shares in this offering on a firm commitment basis. The Underwriter is obliged to take and pay for all Class A Ordinary Shares if such are taken and to deliver the Class A Ordinary Shares against payment in U. S. dollars in New York on or about [•], 2025.

Neither the U.S. Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

BANCROFT CAPITAL, LLC

Prospectus dated ___________, 2025

TABLE OF CONTENTS

About this Prospectus

We, the Selling Shareholders, and the Underwriter have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by us or on our behalf or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the Class A Ordinary Shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted or where the person making the offer or sale is not qualified to do so or to any person to whom it is not permitted to make such offer or sale. The information contained in this prospectus is current only as of the date on the front cover of the prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

Other Pertinent Information

Unless otherwise indicated or the context requires otherwise, references in this prospectus to:

•        “RP” are to Republic Power Group Limited, a company limited by shares organized under the laws of the British Virgin Islands;

•        “RP Singapore” are to Republic Power Pte. Ltd., a wholly owned subsidiary of Republic Power Group Limited and a private limited company incorporated under the laws of Singapore;

•        “Selling Shareholders” are to collectively Mr. Sai Bin Loi, Mr. Hon Kei Yeung, Mr. Chun Yin Yu, Ms. Wai Shan Frances Waung, and True Sage;

•        “SGD” are to the legal currency of Singapore;

•        “Class A Ordinary Shares” are to the Class A ordinary shares of the Company, par value US$0.000625 per share;

•        “Class B Ordinary Shares” are to the Class B ordinary shares of the Company, par value US$0.000625 per share;

•        “U.S. dollars,” “$,” and “dollars” are to the legal currency of the United States; and

•        “we,” “us,” or the “Company” are to one or more of RP and its subsidiary, RP Singapore, as the case may be.

Our consolidated financial statements are presented in SGD, which is RP Singapore’s functional currency. SGD is the currency of the primary economic environment in which we operate. This is also the currency that mainly influences the revenue from and cost of rendering products and services. The balances in the consolidated balance sheets, consolidated statements of income, consolidated statements of changes in shareholders’ equity and consolidated statements of cash flows for the year ended and as of June 30, 2023 were translated from SGD into USD are solely for the convenience of the readers, at the rate of USD1.00=SGD1.3523, representing the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on June 30, 2023. The balances in the consolidated balance sheets, consolidated statements of income, consolidated statements of changes in shareholders’ equity and consolidated statements of cash flows for the year ended and as of June 30, 2024 were translated from SGD into USD are solely for the convenience of the readers, at the rate of USD1.00=SGD1.3552, representing the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on June 30, 2024. The balances in the unaudited condensed consolidated balance sheets, consolidated statements of income, consolidated statements of changes in shareholders’ equity and consolidated statements of cash flows for the six months ended and as of December 31, 2024 were translated from SGD into USD are solely for the convenience of the readers, at the rate of USD1.00=SGD1.3662, representing the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on December 31, 2024.

RISK FACTORS

An investment in our Class A Ordinary Shares involves a high degree of risk. Before deciding whether to invest in our Class A Ordinary Shares, you should consider carefully the risks described below, together with all of the other information set forth in this prospectus, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operation” and our consolidated financial statements and related notes. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could be materially and adversely affected, which could cause the trading price of our Class A Ordinary Shares to decline, resulting in a loss of all or part of your investment. The risks described below and in the documents referenced above are not the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial may also affect our business. You should only consider investing in our Class A Ordinary Shares if you can bear the risk of loss of your entire investment.

Risks Related to Our Business and Industry

We have a limited operating history, making it difficult for you to evaluate our business and future prospects. If we are unable to manage our business and any fluctuations in our results of operation effectively, our business and growth prospects could be materially and adversely affected.

We began our operation of providing customized software solutions through our wholly owned subsidiary RP Singapore in 2019 and has since seen the growth of our business. Our revenues for the year ended June 30, 2024, 2023 and 2022 were SGD 685,820, SGD 5,022,071, and SGD 4,465,134. We experienced a significant decrease (86.34%) in the most recent fiscal year. This decline was primarily attributable to the completion of several large-scale custom software development projects in prior years, without a corresponding pipeline of new projects in 2024. This was partially due to the reduced involvement of our former majority shareholder and chairman, Mr. Sai Bin Loi, who helped us secure high-value contracts in the years ended June 30, 2023 and 2022. On December 12, 2024, we completed a shareholder restructuring as Mr. Sai Bin Loi stepped down due to his elder age and reduced ability to remain actively involved in our operations. During this transition period, our business development capabilities were materially reduced as management’s attention was diverted to managing the ownership transition and related restructuring activities and we were unable to secure software development contracts with comparable value, while some existing clients reduced their annual budgets. In addition, in early 2024, companies in Singapore exhibited reluctance to invest in customized software development for digitalization due to economic uncertainty, particularly among small and medium-sized enterprises (SMEs). This reluctance was influenced by factors like rising business costs, especially manpower and rental costs, and uncertainty in customer demand. While the overall economy improved by the end of 2024, we believe some businesses focused on fortifying themselves rather than pursuing immediate growth plans. These factors had a major impact on our revenue generation. Consequently, our past financial performance, particularly our revenues for fiscal years 2022 and 2023, may not be indicative of our future operating results or financial performance. We may not be able to achieve or sustain profitability or positive cash flow from operations in future periods. Our ability to generate revenue and achieve profitability will depend on numerous factors, many of which are beyond our control, including market acceptance of our services, our ability to develop new client relationships, competitive dynamics in our industry, and our new majority shareholder’s ability to provide the resources and support necessary to enhance our business development capabilities.

As a result, you should consider our prospects in light of the costs, uncertainties, delays, and difficulties frequently encountered by companies with limited operating histories in competitive markets.

We are subject to risks associated with operating in the rapidly evolving Southeast Asia region, and we are therefore exposed to various risks inherent in operating and investing in the region.

For the years ended June 30, 2024, 2023 and 2022, we derived 100%, 100% and 100% of our revenue from our operations in countries located in Southeast Asia. We intend to continue to develop and expand our business and capacity in Southeast Asia with our current and potential clients. Our operations in Southeast Asia are subject to various risks related to the economic, political and social conditions of the countries in which we operate, including risks related to the following:

•        inconsistent regulations, licensing and legal requirements may increase our cost of operations among the countries in Southeast Asia in which we operate;

•        currencies may be devalued or may depreciate or currency restrictions or other restraints on transfer of funds may be imposed;

•        the effects of inflation within Southeast Asia generally and/or within any specific country in which we operate in Southeast Asia;

•        governments may impose new or more burdensome regulations, taxes or tariffs;

•        political changes may lead to changes in the business environments in which we operate;

•        economic downturns, political instability, civil disturbances, military conflict, terrorism and general security concerns in the countries in which either we or our clients operate may negatively affect our operations;

•        enactment or any increase in the enforcement of regulations related to personal data protection in the areas in which we operate that may incur compliance costs;

•        health epidemics (including the COVID-19 pandemic) may affect our operations and demand for our services; and

•        natural disasters like volcano and earthquakes may impact our operational sites severely.

Additionally, the laws in the countries in which we operate may change and their interpretation and enforcement may involve significant uncertainties that could limit the reliability of the legal protections available to us. We cannot predict the effects of future developments in the legal regimes in the countries in which we operate.

Our business is dependent on our ability to attract and retain highly skilled professionals.

Our business is people and skill-driven and, accordingly, our success depends on our ability to attract, develop, motivate, retain and effectively utilize highly skilled professionals in the field of software development in our offices in Singapore, among other places. We believe that there is significant competition for talented personnel with such skills in these geographic regions and that such competition is likely to continue for the foreseeable future. We compete for such talented personnel not only with other companies in our industry but also with companies in adjacent industries, such as financial services and technology generally.

Increased hiring and increasing worldwide competition for skilled personnel may lead to a shortage in the availability of suitable personnel in the locations where we operate and hire and, accordingly, we may not be able to retain or hire all of the personnel necessary to meet our ongoing and future business needs. In addition, any reductions in headcount for economic or business reasons, however temporary, could negatively affect our reputation as an employer and our ability to hire engineering personnel to meet our business requirements.

If we fail to attract and retain highly skilled engineering personnel, we may not have the necessary resources to properly staff projects, and the failure to successfully compete for such personnel could materially and adversely affect our ability to provide high quality services to our clients.

If we fail to attract and retain highly skill engineering personnel, more specifically in AI space given the recent emergence of AI technology, we may not able to complete our Research and Development product, therefore causes delay or inability to offer new products and solutions to new customers.

These factors may, as a result, have a material adverse effect on our business, financial condition and results of operations.

Our ability to continue to develop and expand our service offerings to address emerging business demands and technological trends, including our ability to sell differentiated services, may impact our future growth. If we are not successful in meeting these business challenges, our business, financial condition and results of operations may be materially and adversely affected.

Our ability to implement solutions for our customers, incorporating new developments and improvements in software application and IOT technology that translate into productivity improvements for our customers, and our ability to develop software solutions and other new service offerings that meet current and prospective customers’ needs, as well as evolving industry standards, are critical to our success. The markets we serve are highly competitive and characterized by rapid technological change which has resulted in deflationary pressure in the price of services, which in turn can adversely impact our margins. Our competitors may develop solutions or services that make our offerings

obsolete or may force us to decrease prices on our services, which can result in lower margins. Our ability to develop and implement up-to-date solutions utilizing new technologies that meet evolving customer needs in consulting, industry software and solutions, and application services markets, and in areas such as AI, in a timely or cost-effective manner, will impact our ability to retain and attract customers and our future revenue growth and earnings.

However, there can be no assurance that our existing and new service offerings can meet prospective customers’ needs and evolving industry standards. If we are unable to continue to execute our strategy and develop and expand our service offerings in a highly competitive and rapidly evolving environment, or if we are unable to commercialize such services and solutions and expand and scale them with sufficient speed and versatility, our growth, productivity objectives and profit margins could be adversely affected.

Software applications and IOT technological developments may materially affect the cost and use of these technology by our customers. Customers may delay spending under existing contracts and engagements and entering into new contracts while they evaluate new technologies. Such delays can negatively impact our results of operations if the pace and level of spending on new technologies by some of our customers is not sufficient to make up any shortfall from delays from other customers. Our growth strategy focuses on responding to these types of developments by driving innovation that will enable us to expand our services offering. If we do not sufficiently invest in new technology and adapt to industry developments, or evolve and expand our business at sufficient speed and scale, or if we do not make the right strategic investments to respond to these developments and successfully drive innovation, our business, financial condition and results of operations, as well as our services and solutions and our ability to develop and maintain a competitive advantage and to execute on our growth strategy could be adversely affected.

If we do not succeed in attracting new clients for our technology services and/or growing revenues from existing clients, we may not achieve our revenue growth goals.

We plan to significantly expand the number of clients we serve to diversify our client base and grow our revenues. As part of our growth strategy, we continue to invest in marketing and new business development opportunities. We are also developing a ERP products based on the core technologies and domain expertise we have accumulated from serving our clients over the years. The SaaS ERP products will have subscription-based pricing and shorter sales cycles. Currently, we are doing a pilot launch of the SaaS ERP products and expect to officially launch them in the first fiscal quarter of the fiscal year 2026. The addition of the SaaS ERP products will complement our current project-based customized ERP products and allow us to reach a broader customer base through a recurring revenue model.

While SaaS ERP product’s pricing is expected to be lower than that of our customized ERP products, the model enables us to reach a significantly broader customer base. The success of this new product will depend on our ability to rapidly acquire and retain a high volume of users to offset the lower per-customer revenue.

Additionally, we may enter into new market sectors where we have limited experience, which may require additional investments in marketing, sales capabilities, and product localization. Our ability to attract new clients and grow revenues from existing clients depends on multiple factors, including the quality and competitiveness of our services offerings, the effectiveness of our go-to-market strategy, and the strength of our competitors. If we are unable to successfully launch and scale our ERP SaaS product or expand into new customer segments, our future growth may be materially and adversely affected.

Our business is dependent on certain major clients and changes or difficulties in our relationships with our major clients may harm our business and financial results.

We had certain clients whose revenue individually represented 10% or more of our total revenue, or whose accounts receivable balances individually represented 10% or more of our total accounts receivable.

For the six months ended December 31, 2024, four clients, Supertoy Trading Company Limited, SLV Trading Limited, Rosefinch Industry Company Limited, and Flourish Bright Limited, accounted for 26.1%, 25.7%, 24.6% and 16.5%, of the Company’s total revenues, respectively. For the year ended June 30, 2024, one major client, Horse Force Limited accounted for 79.3% of the Company’s total revenues. For the year ended June 30, 2023, one major client, SY Auto Parts and Hardware Trading accounted for 13.3% of the Company’s total revenues. For the year ended June 30, 2022, three major clients, Payestation Pte Ltd., Australia Marine Services Pty Ltd., and Smorboll Pte Ltd. accounted for 48.7%, 16.5%, and 15.8%, respectively, of the Company’s total revenues. As of December 31, 2024, two clients, Horse Force Limited and Smorboll Pte Ltd., accounted for 30.3% and 16.6%, respectively, of the Company’s total accounts receivable. As of June 30, 2024, five major clients, Horse Force Limited, Smorboll Pte Ltd, SY Auto Parts and Hardware Trading, 2H Technology Sdn Bhd, and YS Wong Enterprise accounted for 22.2%, 12.2%, 10.8%, 10.4%, and 10.4%,

respectively, of the Company’s total accounts receivable. As of June 30, 2023, three major clients, Payestation Pte Ltd., SY Auto Parts and Trading, and Smorboll Pte Ltd. accounted for 16.5%, 13.6%, and 10.7%, respectively, of the Company’s total accounts receivable. As of June 30, 2022, two major clients, Payestation Pte Ltd. and Smorboll Pte Ltd. accounted for 74.6%, and 24.1%, respectively, of the Company’s total accounts receivable.

If we cannot maintain long-term relationships with the major client or replace the major clients from period to period with equivalent clients, the loss of such sales could have an adverse effect on our business, financial condition and results of operations. In addition, some of our clients are also concentrated in certain highly regulated industries like airports and cruise terminals, that are, or may be, increasingly subject to governmental regulation, sanctions and intervention. Increased regulation, changes in existing regulation or increased governmental intervention in the industries in which our clients operate may adversely affect the growth of their respective businesses and therefore negatively impact our revenues. Any economic or political event or regulatory developments or worsening economic conditions affecting our clients could cause a reduction of the ability of our clients to purchase our services, which may adversely affect our business, financial condition and results of operations.

Our business is dependent on our collaboration with our vendors and changes or difficulties in our relationships with our vendors may harm our business and financial results.

Our business is substantially dependent on our collaboration with our vendors. We consider major vendors in each period to be those that accounted for more than 10% of overall purchases, or whose accounts payable balances individually represented 10% or more of our total accounts payable in such period. Our major vendors include third-party software development service providers and hardware suppliers, both of which are essential to our operations, as not all of our software applications are developed in-house. We maintain close collaborative relationships with these vendors while implementing clear business process segregation to safeguard each party’s trade secrets and client relationships If difficulties arise in our relationships with existing vendors or suppliers, we may be required to identify and engage alternative third parties. However, the time and effort involved in sourcing new vendors, establishing working relationships, and ensuring alignment with our operational standards may disrupt our business operations. Such disruptions could impact our ability to meet performance obligations to our customers and may adversely affect our financial results. As of December 31, 2024, one vendor, Btoz Tech Pte Ltd, accounted for 90.3% of the Company’s accounts payable. For the six months ended December 31, 2024, one major supplier, Btoz Tech Pte Ltd, accounted for 92.8% of the Company’s total purchases. As of June 30, 2024, one major vendor, PCA Group Sdn Bhd accounted for 81.5% of the Company’s account payable. For the year ended June 30, 2024, two major vendors, Appiclogy Pte Ltd and Tekun Hardware Pte Ltd, accounted for 66.4% and 32.4%, respectively, of the Company’s total purchases. For the year ended June 30, 2023, two major vendors, Appiclogy Pte Ltd and PCA Group Sdn Bhd accounted for 72.2% and 16.7%, respectively, of the Company’s account payable. For the year ended June 30, 2023, two major vendor, Pangu Procurement Pte Ltd. and Appiclogy Pte Ltd, accounted for 48.4% and 20.3%, respectively, of the Company’s total purchases. For the year ended June 30, 2022, two vendors, LYC Supply and Trading, Pangu Procurement Pte Ltd., accounted for 17.7% and 16.3%, respectively, of the Company’s total purchases. For the year ended June 30, 2022, one vendor, LYC Supply and Trading, accounted for 81% of the Company’s account payable.

Our vendors may fail to meet timelines or contractual obligations, which may adversely affect our business. RP Singapore generally enters into agreements with them without imposing any contractual obligations requiring them to maintain their relationships with us beyond the contractual term. Although we believe that relationships with our existing vendors are strong, there is no guarantee for future cooperation and there is no assurance that RP Singapore can maintain stable and long-term business relationships with any vendors. If a significant number of the industry vendors terminate or do not renew their agreements with RP Singapore and it is not able to replace these business partners on commercially reasonable terms in a timely manner or at all, our business, results of operations and financial condition would be materially and adversely affected.

Our independent registered public accounting firm expressed substantial doubt regarding our ability to continue as a going concern. Our ability to continue as a going concern requires that we obtain sufficient funding to finance our operations.

Our financial statements appearing at the end of this prospectus have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of these uncertainties related to our ability to operate on a going concern basis. The perception that we may not be able to continue as a going concern may cause others to choose not to deal with us due to concerns about our ability to meet our contractual obligations.

Our independent registered public accounting firm included an explanatory paragraph in its audit report on our financial statements as of and for the year ended June 30, 2024, stating that we did not have sufficient cash balance as of June 30, 2024, which raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern depends on our ability to raise additional capital. If we seek additional financing to fund our business activities in the future and there remains substantial doubt about our ability to continue as a going concern, investors or other financing sources may be unwilling to provide additional funding to us on commercially reasonable terms or at all. Further, if we cannot continue as a going concern, we may be forced to discontinue operations and liquidate our assets and may receive less than the value at which those assets are carried on our audited financial statements, which would cause holders of our Class A Ordinary Shares and our shareholders to lose all or a part of their investment.

We are subject to privacy, data protection and information security laws in the jurisdictions in which we operate.

Generally, personal information which is captured, selected and analyzed by our software is stored in our client’s proprietary systems to which our employees have user access. Although we have employed measures to protect against unauthorized access of such personal, confidential and proprietary information, as the complexity of information infrastructure continues to grow, the potential risk of security breaches and cyber-attacks increases. Such breaches can lead to shutdowns or system interruptions, and potential unauthorized disclosure of sensitive or confidential information which may result in potentially costly litigation. If any person, including any of our employees, penetrates our network security or otherwise mismanages or misappropriates sensitive or confidential client or customer data, we could be subject to significant fines for violating privacy or data protection and consumer laws or lawsuits from our clients or their customers for breaching contractual confidentiality provisions which could result in negative publicity, legal liability, loss of clients and damage to our reputation. We may be liable for any misappropriation of customers’ personal information which could also harm our relationship with our clients, and/or cause us to suffer financial losses and/or reputational harm. We may also be liable for damages in the case of such a security or network breach that results in an unauthorized or impermissible disclosure of client or customer data and information.

Under data protection and personal information laws, we are typically required to manage, utilize and store sensitive or confidential client and customer data in connection with the services we provide. In Singapore, under the Personal Data Protection Act 2012, No. 26 of 2012 of Singapore, we are also required to, among others, notify individuals of: the purposes for the collection, use or disclosure of their personal data prior to such collection, use or disclosure and obtain the consent of individuals for any collection, use or disclosure of their personal data.

Furthermore, we are subject to local data protection laws, consumer laws and/or “do not call list” regulations in most of the countries in which we operate, all of which may require us to make additional expenditures to ensure compliance with these regulations or future additional regulations. We also believe that we will be subject to additional such laws and regulations in the future that may be stricter than those currently in force. Although we take extensive efforts to comply with such applicable laws and regulations, failure or perceived failure by us to comply with rapidly evolving privacy and security laws, policies (including our own policies, which we may update from time to time), legal obligations or industry standards may result in governmental enforcement actions, litigation, fines and penalties or adverse publicity, could require us or our clients to change our or their business practices and could cause our clients to lose trust in us.

We seek to implement measures to protect sensitive and confidential client and customer data in accordance with client contracts and data protection laws and consumer laws. If any person, including any of our employees, penetrates our network security or otherwise mismanages or misappropriates sensitive or confidential client or customer data, we could be subject to significant fines for violating privacy or data protection and consumer laws or lawsuits from our clients or their customers for breaching contractual confidentiality provisions which could result in negative publicity, legal liability, loss of clients and damage to our reputation. We may be liable for any misappropriation of customers’ personal information which could also harm our relationship with our clients, and/or cause us to suffer financial losses and/or reputational harm.

We may also be subject to laws and regulations that restrict the flow of personal data across countries; such laws may constrain our activities and have an adverse impact on our business. Laws and regulations that impact our business, and particularly laws, regulations and other measures governments may take based on privacy and data protection concerns, are increasing in complexity, change frequently and at times conflict among the various jurisdictions where we do business.

We may also be liable for damages in the case of such a security or network breach that results in an unauthorized or impermissible disclosure of client or customer data and information. Any of the foregoing could adversely affect our business, financial condition and results of operations.

Our inability to protect our systems and data from continually evolving cybersecurity risks or other technological risks could affect our reputation among our clients and their customers and may expose us to liability.

In conducting our business, we process, and transmit sensitive business information and personal information about our clients, their customers and other parties. We have certain responsibilities to card networks and their member financial institutions for any failure, including the failure of our associated third parties, to protect this information.

We may be a target of malicious third-party attempts to identify and exploit system vulnerabilities and penetrate or bypass our security measures in order to gain unauthorized access to our networks and systems or those of our associated third parties. A successful attempt could lead to the compromise of sensitive, business, personal or confidential information. As a result, we proactively employ multiple barriers and controls at different layers of our systems to defend our systems against intrusion and attack and to protect the data we collect. However, we cannot be certain that these measures will continue to successfully counter all current and emerging technology threats that are designed to breach our systems in order to gain access to confidential information. We also rely on third party vendors for aspects of our cybersecurity strategy, such as to conduct security reviews and penetration tests, and there can be no assurance that the tests conducted by these vendors, or measures we take in response to such tests, will be effective at identifying or preventing any cybersecurity threat.

Our computer systems and the computer systems of our clients could be in the future subject to breach, and our data protection measures may not prevent unauthorized access. The techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and are often difficult to detect. Threats to our systems and our associated third parties’ systems can derive from human error, fraud or malice on the part of employees or third parties or may result from accidental technological failure. Computer viruses and other malware can be distributed and could infiltrate our systems or those of our associated third parties. In addition, denial of service or other attacks could be launched against us for a variety of purposes, including to interfere with our services or create a diversion for other malicious activities. Our defensive measures may not prevent downtime, unauthorized access or use of sensitive data. Further, while we carefully select third parties with which we associate, we do not control their actions. Any problems experienced by these third parties, including those resulting from breakdowns or other disruptions in the services provided by such parties or cyber-attacks and security breaches, could adversely affect our ability to service our clients or their customers or otherwise conduct our business.

Furthermore, the costs of systems and procedures associated with any protective measures that we are required to take by our clients may increase and could adversely affect our ability to compete effectively. Any failure to adequately enforce or provide these protective measures could result in liability, protracted and costly litigation, governmental and card network intervention and fines and, with respect to misuse of our clients’ information, lost revenue and reputational harm.

Our investment costs incurred in developing our new SaaS ERP products and platforms may not yield the intended results and can adversely impact our results of operations.

We are developing standardized SaaS ERP products based on the core technologies and domain expertise we have accumulated from serving our clients over the years. The SaaS ERP products will have subscription-based pricing and shorter sales cycles. Currently, we are doing a pilot launch of the SaaS ERP products and expect to officially launch them in the first fiscal quarter of the fiscal year 2026. The addition of the SaaS ERP products will complement our current project-based customized ERP products and allow us to reach a broader customer base through a recurring revenue model.

However, there is no assurance that our investment in this new product will result in successful commercialization, broad customer adoption, or a positive return on investment. The success of this product depends on a variety of factors, including market demand, pricing competitiveness, user experience, integration capabilities, and our ability to effectively market and support the product. If we fail to achieve customer buy-in or deliver the expected product performance, our growth prospects, competitive positioning, and financial results may be materially and adversely affected.

Software failures, breakdowns in the operations of our servers and communications systems or the failure to implement system enhancements could harm our business.

Our success depends on the efficient and uninterrupted operation of our servers and communications systems. A failure of our network or data gathering procedures could impede services. While our operations have disaster recovery plans in place, they might not adequately protect us. Despite any precautions we take, damage from fire,

floods, hurricanes, power loss, telecommunications failures, computer viruses, break-ins, and similar events at our computer facilities could result in interruptions in the flow of data to our servers and from our servers to our clients. In addition, any failure by our computer environment to provide our required data communications capacity could result in interruptions in our service. In the event of a server failure, we could be required to transfer our client data collection operations to an alternative provider of server hosting services. Such a transfer could result in delays in our ability to deliver our products and services to our clients.

Additionally, significant delays in the planned delivery of system enhancements, improvements and inadequate performance of the systems once they are completed could damage our reputation and harm our business. Long-term disruptions in the infrastructure caused by events such as natural disasters, the outbreak of war, the escalation of hostilities and acts of terrorism, particularly involving cities in which we have offices, could adversely affect our business, financial condition and results of operations. To the extent that we suffer loss or damage that is not covered by insurance or that exceeds our insurance coverage, or are required to pay higher insurance premiums, our business, financial condition and results of operations could be materially and adversely affected.

We use open-source software in providing services to our clients. There are risks associated with the use of open-source software that may have an adverse effect on our results of operations and financial condition.

We use open-source software in providing services to our clients. Further, some of our clients may also be using open-source software on which some of our products and services may need to operate. There are significant benefits and risks associated with open-source software. If a company were to buy a commercial closed source solution for enterprise use, there is an elaborate procedure followed for finalizing and purchasing a product. This includes requirement analysis, defining acceptance criteria, evaluating the product, security considerations, etc. An open-source product, however, might not undergo this kind of evaluation. This could pose business and security risks and lead to some unanticipated costs and may have an adverse effect on our results of operations and financial condition.

Some open-source licenses contain requirements that we make available source code for modifications or derivative works we create based upon the type of open source software we use or grant other licenses to our intellectual property. If we combine our software with open-source software in a certain manner, we could, under certain open source licenses, be required to release or license the source code of our software to the public. From time to time, we may be subject to claims asserting ownership of, or demanding release of, the source code, the open source software and/or derivative works that were developed using such software, requiring us to provide attributions of any open source software incorporated into our distributed software, or otherwise seeking to enforce the terms of the applicable open source license. These claims could also result in litigation, require us to purchase a costly license or require us to devote additional research and development resources to re-engineer our software or change our products or services, any of which may have an adverse effect on our results of operations and financial condition.

We use AI and may use new technologies in our products, and challenges with properly managing their use by us or third parties could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations.

We have incorporated and may continue to incorporate AI solutions and other new technologies into our products, and these applications have become and may become important in our operations over time.

AI also presents emerging ethical and legal issues and our use of AI may result in brand or reputational harm, competitive harm, or legal liability. The rapid evolution of AI, including proposed and future regulation of AI, could significantly impact our business and will require significant resources to develop, test and maintain our products to help us implement AI ethically and in a compliant manner in order to minimize unintended, harmful impacts.

The AI technologies we are incorporating into certain of our products and processes may present business, legal, and reputational risks.

We use and may continue to expand our use of AI technologies into certain of our products and processes. The use of AI has recently become the source of significant media attention and political debate. The introduction of AI technologies, into new or existing offerings may result in new or expanded risks and liabilities, including due to enhanced governmental or regulatory scrutiny, litigation, compliance issues, ethical concerns, confidentiality or security risks, as well as other factors that could adversely affect our business, reputation, and financial results. For example, AI technologies can lead to unintended consequences, including generating content that appears correct but is factually inaccurate, misleading

or otherwise flawed, or that results in unintended biases and discriminatory outcomes, which could harm our reputation and business and expose us to liability. We may also not identify inaccurate information, which may expose us to liability. Laws, regulations or industry standards that develop in response to the use of AI may be burdensome or may significantly restrict the deployment of AI, particularly generative AI technologies, in our products or processes.

We use AI technologies from third parties, which may include open-source software. If we are unable to maintain rights to use these AI technologies on commercially reasonable terms, we may be forced to acquire or develop alternate AI technologies, which may limit or delay our ability to provide competitive offerings and may increase our costs. These AI technologies also may incorporate data from third-party sources, which may expose us to risks associated with data rights and protection, and may also lead to the unintended consequences of using AI discussed above. The intellectual property ownership and license rights surrounding AI technologies as well as data protection laws related to the use and development of AI are currently not fully addressed by courts or regulators. The use or adoption of AI technologies into our products may result in exposure to claims by third parties of copyright infringement or other intellectual property misappropriation, which may require us to pay compensation or license fees to third parties. The evolving legal, regulatory and compliance framework for AI technologies may also impact our ability to protect our own data and intellectual property against infringement.

We do not currently maintain insurance coverage, which exposes us to potential significant financial losses and operational disruptions.

We do not currently maintain any business insurance coverage. The lack of coverage exposes us to substantial financial risks, including professional liability from potential errors in our software development services, cyber security and data breach risks given our access to client systems and data, general business liability claims, key person risks related to loss of critical personnel, and property and equipment losses that could disrupt operations.

In the event any of these risks materialize, we would bear the full financial burden of defending against claims, paying settlements, and covering associated costs such as business interruption, data recovery, and asset replacement. Such expenses could be substantial and exceed our available cash resources, potentially requiring us to seek additional financing on unfavorable terms or threatening our ability to continue operations. Furthermore, our lack of insurance may limit our ability to secure new clients, particularly larger enterprises that typically require service providers to maintain adequate coverage, which could restrict our growth opportunities and competitive positioning.

We are exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the Singapore Dollars and Indonesian Rupiah, and any volatility in these currencies could adversely affect our business, financial condition and results of operations.

We mainly operate in Singapore and Indonesia, which exposes us to the effects of fluctuations in currency exchange rates. We earn revenue denominated in Singapore Dollars and US Dollars. Fluctuations in foreign currency exchange rates will affect our financial results, which we report in Singapore Dollars. Furthermore, fluctuations in currency exchange rates may also affect the comparability of our financial results from period to period, as we convert our subsidiaries’ statement of financial position into Singapore Dollars from foreign currencies at the period-end exchange rate, and income and cash flow statements at average exchange rates for the year. We cannot assure you that movements in foreign currency exchange rates will not have a material adverse effect on our results of operations in future periods.

Risks Related to Doing Business in Southeast Asia

Uncertainties with respect to the legal system in certain markets in Southeast Asia could adversely affect us.

The interpretation and enforcement of laws and regulations involve uncertainties and inconsistencies. Since local administrative and court authorities and in certain cases, independent organizations, have significant discretion in interpreting and implementing statutory provisions and contractual terms, it may be difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we may enjoy in many of the localities in which we operate. Moreover, local courts may have broad discretion to reject enforcement of foreign awards. These uncertainties may affect our judgment on the relevance of legal requirements and our ability to enforce our contractual rights or tort claims. In addition, the regulatory uncertainties may be exploited through unmerited or frivolous legal actions or threats in attempts to extract payments or benefits from us.

It is possible that a number of laws and regulations may be adopted or construed to apply to us in Southeast Asia and elsewhere that could restrict our business segments. Scrutiny and regulation of the business segments in which we operate may further increase, and we may be required to devote additional legal and other resources to addressing these

regulations. Changes in current laws or regulations or the imposition of new laws and regulations in Southeast Asia or elsewhere regarding our business segments may slow the growth of our business segments and adversely affect our business, financial condition, results of operations and prospects.

Developments in the social, political, regulatory and economic environment in the countries where we operate, may have a material and adverse impact on us.

Our business, prospects, financial condition and results of operations may be adversely affected by social, political, regulatory and economic developments in countries in which we operate. Such political and economic uncertainties include, but are not limited to, the risks of war, terrorism, nationalism, nullification of contract, changes in interest rates, imposition of capital controls and methods of taxation. We have considerable operations in Singapore, and negative developments in Singapore’s socio-political environment may adversely affect our business, financial condition, results of operations and prospects. Although the overall economic environment in Singapore and other countries where we operate appears to be positive, there can be no assurance that this will continue to prevail in the future.

It will be difficult to acquire jurisdiction and enforce liabilities against our officers, directors and assets outside the United States.

Substantially all of our assets are currently located outside of the United States. Additionally, except for one director nominee, the rest of our directors, director nominees, and officers reside outside of the United States, specifically in Singapore and Hong Kong. As a result, it may not be possible for United States investors to enforce their legal rights, to effect service of process upon our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties of our directors and officers under Federal securities laws. Moreover, we have been advised that Singapore does not have a treaty providing for the reciprocal recognition and enforcement of judgments of courts with the United States.

Natural events, wars, terrorist attacks and other acts of violence involving any of the countries in which we or our clients have operations could adversely affect our operations and client confidence.

Natural disaster events (such as volcanos, floods and earthquakes), terrorist attacks and other acts of violence or war may adversely disrupt our operations, lead to economic weakness in the countries in which they occur and affect worldwide financial markets, and could potentially lead to economic recession, which could have an adverse effect on our business, financial condition and results of operations. These events could adversely affect our clients’ levels of business activity and precipitate sudden significant changes in regional and global economic conditions and cycles. These events also pose significant risks to our people and to our business operations.

Risks Related to this Offering and our Class A Ordinary Shares

Our dual class share structure with different voting rights will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of our Class A Ordinary Shares may view as beneficial.

Immediately after the completion of this offering, we will have [•] Class A Ordinary Shares and 100,000 Class B Ordinary Shares issued and outstanding. In respect of matters requiring the votes of shareholders, holders of Class A Ordinary Shares will be entitled to one vote per share, while holders of Class B Ordinary Shares will be entitled to ten (10) votes per share. We will sell Class A Ordinary Shares in this offering. Our Class B Ordinary Shares are convertible at any time by the holder thereof into Class A Ordinary Shares on a one-for-one basis, while Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. Any future issuances of Class B Ordinary Shares may be dilutive to the voting power of holders of Class A Ordinary Shares. Any conversions of Class B Ordinary Shares into Class A Ordinary Shares may dilute the percentage ownership of the existing holders of Class A Ordinary Shares within their class of ordinary shares. Such conversions may increase the aggregate voting power of the existing holders of Class A Ordinary Shares. In the event that we have multiple holders of Class B Ordinary Shares in the future and certain of them convert their Class B Ordinary Shares into Class A Ordinary Shares, the remaining holders who retain their Class B Ordinary Shares may experience increases in their relative voting power.

Immediately following the completion of this offering, Mr. Hao Feng Ng, our Chairman, will beneficially own 10,113,267 Class A Ordinary Shares and 100,000 Class B Ordinary Shares, representing [•]% of our total voting power, assuming that through True Sage, Mr. Ng sells 207,700 Class A Ordinary Shares pursuant to this prospectus. This is due to the

disparate voting powers associated with our dual class share structure. As a result of the dual class share structure and the concentration of ownership, Mr. Ng will be able to determine the outcome of matters requiring shareholder approval, including those to be determined either by an ordinary resolution or a special resolution, such as decisions regarding change of directors, mergers, change of control transactions and other significant corporate actions. He may take actions that are not in the best interest of us or our other shareholders. In addition, no shareholder holding less than one third of all votes attaching to our issued and outstanding shares entitled to vote at our general meetings can requisition an extraordinary general meeting. This concentration of ownership may discourage, delay or prevent a change in control of our company, which could have the effect of depriving our other shareholders of the opportunity to receive a premium for their shares as part of a sale of our company and may reduce the price of the Class A Ordinary Shares. This concentrated control will limit your ability to influence corporate matters and could discourage others from pursuing any potential merger, takeover or other change of control transactions that holders of Class A Ordinary Shares may view as beneficial.

Our dual class share structure with different voting rights may adversely affect the value and liquidity of the Class A Ordinary Shares.

We cannot predict whether our dual class share structure with different voting rights will result in a lower or more volatile market price of the Class A Ordinary Shares, in adverse publicity, or other adverse consequences. Certain index providers have announced restrictions on including companies with multiple class share structures in certain of their indices. Because of our dual class structure, we will likely be excluded from these indices and other stock indices that take similar actions. Given the sustained flow of investment funds into passive strategies that seek to track certain indices, exclusion from certain stock indices would likely preclude investment by many of these funds and could make the Class A Ordinary Shares less attractive to investors. In addition, several shareholder advisory firms have announced their opposition to the use of multiple class structure and our dual class structure may cause shareholder advisory firms to publish negative commentary about our corporate governance, in which case the market price and liquidity of the Class A Ordinary Shares could be adversely affected.

There has been no public market for our Class A Ordinary Shares prior to this offering, and you may not be able to resell our Class A Ordinary Shares at or above the price you pay for them, or at all.

Prior to this offering, there has not been a public market for our Class A Ordinary Shares. We plan to apply to list our Class A Ordinary Shares on Nasdaq. However, an active public market for our Class A Ordinary Shares may not develop or be sustained after the offering, in which case the market price and liquidity of our Class A Ordinary Shares will be materially and adversely affected.

The initial public offering price for our Class A Ordinary Shares may not be indicative of prices that will prevail in the trading market and such market prices may be volatile.

The initial public offering price for our Class A Ordinary Shares will be determined by negotiations between us, the Selling Shareholders, and the Underwriter, and does not bear any relationship to our earnings, book value or any other indicia of value. We cannot assure you that the market price of our Class A Ordinary Shares will not decline significantly below the initial public offering price. The financial markets in the United States and other countries have experienced significant price and volume fluctuations in the last few years. Volatility in the price of our Class A Ordinary Shares may be caused by factors outside of our control and may be unrelated or disproportionate to changes in our results of operations.

We do not intend to pay dividends for the foreseeable future.

We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends in the foreseeable future. As a result, you may only receive a return on your investment in our Class A Ordinary Shares if the market price of our Class A Ordinary Shares increases.

If securities or industry analysts do not publish research or reports about our business, or if they publish a negative report regarding our Class A Ordinary Shares, the price of our Class A Ordinary Shares and trading volume could decline.

The trading market for our Class A Ordinary Shares may depend in part on the research and reports that industry or securities analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us downgrade us, the price of our Class A Ordinary Shares would likely decline. If one or more of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the price of our Class A Ordinary Shares and the trading volume to decline.

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

The initial public offering price for our Class A Ordinary Shares will be determined through negotiations between the Underwriter, the Selling Shareholders, and us and may vary from the market price of our Class A Ordinary Shares following our initial public offering. If you purchase our Class A Ordinary Shares in our initial public offering, you may not be able to resell those shares at or above the initial public offering price. We cannot assure you that the initial public offering price of our Class A Ordinary Shares, or the market price following our initial public offering, will equal or exceed prices in privately negotiated transactions of our shares that have occurred from time to time prior to our initial public offering. The market price of our Class A Ordinary Shares may fluctuate significantly in response to numerous factors, many of which are beyond our control, including:

•        actual or anticipated fluctuations in our revenue and other operating results;

•        the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;

•        actions of securities analysts who initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors;

•        announcements by us or our competitors of significant products or features, technical innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments;

•        price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;

•        lawsuits threatened or filed against us; and

•        other events or factors, including those resulting from war or incidents of terrorism, or responses to these events.

In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. Stock prices of many companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In the past, shareholders have filed securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business, and adversely affect our business.

Certain recent initial public offerings of companies with public floats comparable to our anticipated public float have experienced extreme volatility that was seemingly unrelated to the underlying performance of the respective company. We may experience similar volatility, which may make it difficult for prospective investors to assess the value of our Class A Ordinary Shares.

In addition to the risks addressed above in “— The market price of our Class A Ordinary Shares may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the initial public offering price”, our Class A Ordinary Shares may be subject to extreme volatility that is seemingly unrelated to the underlying performance of our business. Recently, companies with comparable public floats and initial public offering sizes have experienced instances of extreme stock price run-ups followed by rapid price declines, and such stock price volatility was seemingly unrelated to the respective company’s underlying performance. Upon the consummation of this offering, we will have a relatively small public float due to the relatively small size of this offering, the ownership percentage of our executive officers and directors, and greater than 5% shareholders. As a result of our small public float, our Class A Ordinary Shares may be less liquid and have greater stock price volatility than the shares of companies with broader public ownership. The rapid and substantial price volatility, including any stock run-up, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Class A Ordinary Shares. This volatility may prevent you from being able to sell your securities at or above the price you paid for your securities. In addition, you may experience losses, which may be material, if the price of our Class A Ordinary Shares declines after this offering or if you purchase our Class A Ordinary Shares prior to any price decline.

Upon the completion of this offering, we will qualify as an “emerging growth company” under the JOBS Act. As a result, we will be subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not emerging growth companies and our shareholders could receive less information than they might expect to receive from more mature public companies.

Upon the completion of this offering, we will qualify as an “emerging growth company” under the JOBS Act. As a result, we will be permitted to, and intend to, rely on exemptions from certain disclosure requirements as well as certain reduced corporate governance and other regulatory restrictions. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002 in the assessment of the emerging growth company’s internal control over financial reporting. In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year during which we have total annual gross revenues of at least $1.235 billion; (ii) the last day of our fiscal year following the fifth anniversary of the completion of this offering; (iii) the date on which we have, during the preceding three year period, issued more than $1.0 billion in non-convertible debt; or (iv) the date on which we are deemed to be a “large accelerated filer” under the Exchange Act, which could occur if the market value of our ordinary shares that are held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above.

Because we will be subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not emerging growth companies, our shareholders could receive less information than they might expect to receive from more mature public companies. We cannot predict if investors will find our ordinary shares less attractive if we elect to rely on these exemptions, or if taking advantage of these exemptions would result in less active trading or more volatility in the price of our ordinary shares.

We will incur increased costs as a result of being a public company, particularly after we cease to qualify as an “emerging growth company.”

Upon completion of this offering, we will become a public company and expect to incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC and Nasdaq, impose various requirements on the corporate governance practices of public companies. As an “emerging growth company” pursuant to the JOBS Act, we may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. We expect these rules and regulations to increase our legal and financial compliance costs and to make some corporate activities more time-consuming and costly. After we are no longer an “emerging growth company,” we expect to incur significant additional expenses and devote substantial management effort toward ensuring compliance with increased disclosure requirements.

As a “controlled company,” we are exempt from certain Nasdaq corporate governance requirements, which may result in our independent directors not having as much influence as they would if we were not a controlled company. We may also choose to exempt our company from certain corporate governance requirements that could have an adverse effect on our public shareholders.

Following this offering. we will be a “controlled company” as defined under the Nasdaq Capital Market Marketplace Rule 5615(c), because Mr. Ng, our Chairman, will control more than 50% of our then total voting power. Immediately following the completion of this offering, True Sage, a BVI holding entity that is wholly owned by Mr. Ng, will hold 10,113,267 Class A Ordinary Shares and 100,000 Class B Ordinary Shares, representing approximately [•]% of our total voting power, assuming True Sage sells 207,700 Class A Ordinary Shares pursuant to this prospectus. As a result, for so long as we remain a controlled company as defined under those rules, we are exempt from, and our shareholders generally are not provided with the benefits of, some of the Nasdaq corporate governance requirements, including that:

•        a majority of the board of directors consist of independent directors,

•        the compensation of our officers be determined or recommended to our board of directors by a compensation committee that is comprised solely of independent directors and

•        that director nominees be selected or recommended to the board of directors by a majority of independent directors or a nominating committee comprised solely of independent directors. a majority of our board of directors must be independent directors;

We intend to take advantage of corporate governance exemptions available to controlled companies. As a result, you may not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.

Our board of directors may decline to register transfers of Class A Ordinary Shares in certain circumstances.

Except in connection with the settlement of trades or transactions entered into through the facilities of a stock exchange or automated quotation system on which our Class A Ordinary Shares are listed or traded from time to time, our board of directors may, in its sole discretion, decline to register any transfer of any ordinary share which is not fully paid up or on which we have a lien. Our directors may also decline to register any transfer of any share unless (i) the instrument of transfer is lodged with us, accompanied by the certificate for the shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer; (ii) the instrument of transfer is in respect of only one class of shares; (iii) the instrument of transfer is properly stamped, if required; (iv) in the case of a transfer to joint holders, the number of joint holders to whom the share is to be transferred does not exceed four; (v) the shares conceded are free of any lien in favor of us; or (vi) a fee of such maximum sum as Nasdaq may determine to be payable, or such lesser sum as our board of directors may from time to time require, is paid to us in respect thereof.

If our directors refuse to register a transfer they shall, within one month after the date on which the instrument of transfer was lodged, send to each of the transferor and the transferee notice of such refusal. The registration of transfers may, on 14 days’ notice being given by advertisement in such one or more newspapers or by electronic means, be suspended and the register closed at such times and for such periods as our board of directors may from time to time determine, provided, however, that the registration of transfers shall not be suspended nor the register closed for more than 30 days in any year.

This, however, is unlikely to affect market transactions of the Class A Ordinary Shares purchased by investors in the public offering. Once the Class A Ordinary Shares have been listed, the legal title to such ordinary shares and the registration details of those Class A Ordinary Shares in the Company’s register of members will remain with DTC/Cede& Co. All market transactions with respect to those Class A Ordinary Shares will then be carried out without the need for any kind of registration by the directors, as the market transactions will all be conducted through the DTC systems.

The obligation to disclose information publicly may put us at a disadvantage to competitors that are private companies.

Upon completion of this offering, we will be a publicly listed company in the United States. As a publicly listed company, we will be required to file periodic reports with the U.S. Securities and Exchange Commission upon the occurrence of matters that are material to our company and shareholders. In some cases, we will need to disclose material agreements or results of financial operations that we would not be required to disclose if we were a private company. Our competitors may have access to this information, which would otherwise be confidential. This may give them advantages in competing with our company. Similarly, as a U.S.-listed public company, we will be governed by U.S. laws that our competitors, which are mostly private companies, are not required to follow. To the extent compliance with U.S. laws increases our expenses or decreases our competitiveness against such companies, our public listing could affect our results of operations.

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

Prior to this offering, we were a private company with limited accounting personnel. Furthermore, prior to this offering, our management has not completed an assessment of the effectiveness of our internal control over financial reporting, and our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting.

Upon the completion of this offering, we will become a public company in the United States subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act of 2002, or “Section 404”, will require that we include a report of management on our internal control over financial reporting in our annual report on Form 20-F beginning with our first required annual report for the prior fiscal year after completion of this offering. In addition, if we cease to be an “emerging growth company” as such term is defined in the JOBS Act, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting on an annual basis.

Our management may conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. In addition, after we become a public company, our reporting obligations may place a burden on our management, operational and financial resources and systems for the foreseeable future. We may be unable to timely complete our evaluation testing and any required remediation.

In connection with the audits of our consolidated financial statements as of and for the years ended June 30, 2024, 2023 and 2022, we and our independent registered public accounting firm identified two material weaknesses in our internal control over financial reporting as well as other control deficiencies. As defined in standards established by the Public Company Accounting Oversight Board (United States), a “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material weakness identified related to (1) our lack of sufficient skilled personnel with U.S. GAAP knowledge and the SEC reporting knowledge for the purpose of financial reporting as well as the lack in formal accounting policies and procedures manual to ensure proper financial reporting in accordance with U.S. GAAP and SEC reporting requirements; and (2) our lack of an audit committee and internal audit function to establish formal risk assessment process and internal control framework.

Upon completion of this offering, we will be subject to the reporting and internal control requirements under U.S. federal securities laws, including Section 404 of the Sarbanes-Oxley Act of 2002. As a newly public company, we will implement a formal internal control framework designed to improve the accuracy and reliability of our financial reporting.

As of the date of this prospectus, we have taken the following remediate actions:

•        We have identified and appointed independent directors who will serve on our audit committee upon the effectiveness of the registration statement, of which this prospectus forms a part.

•        We have hired a Chief Financial Officer with audit and corporate financial reporting experience. The CFO currently oversees our finance function and has commenced the drafting and documentation of internal control policies, control matrices, and process narratives.

We plan to engage an external consulting firm to assist with the assessment, design and implementation of internal control procedures and accounting policy alignment, including internal reporting and risk assessment protocols in compliance with the standards applicable to U.S. public companies.

We anticipate completing our internal control remediation plan by December 2025. This plan includes documentation and implementation of entity-level and transactional controls, internal training, and final integration of automated processes. To date, we have not incurred material expenses related to the remediation efforts, as we continue to manage pre-IPO expenses prudently. We estimate that the total cost of implementing our internal control framework will be approximately USD 100,000, which covers consulting fees, software tools, and compliance-related activities.

We are a “foreign private issuer” and our disclosure obligations differ from those of U.S. domestic reporting companies. As a result, we may not provide you the same information as U.S. domestic reporting companies or we may provide information at different times, which may make it more difficult for you to evaluate our performance and prospects.

We are a foreign private issuer and, as a result, we are not subject to the same requirements as U.S. domestic issuers. Under the Exchange Act, we will be subject to reporting obligations that, to some extent, are more lenient and less frequent than those of U.S. domestic reporting companies. For example, we will not be required to issue quarterly reports or proxy statements. We will not be required to disclose detailed individual executive compensation information. Furthermore, our directors and executive officers will not be required to report equity holdings under Section 16 of the Exchange Act and will not be subject to the insider short-swing profit disclosure and recovery regime.

As a foreign private issuer, we will also be exempt from the requirements of Regulation FD (Fair Disclosure) which, generally, are meant to ensure that select groups of investors are not privy to specific information about an issuer before other investors. However, we will still be subject to the anti-fraud and anti-manipulation rules of the SEC, such

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that reflect our current expectations and views of future events, all of which are subject to risks and uncertainties. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. You 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 prospectus. These statements are likely to address our growth strategy, financial results and product and development programs. You must carefully consider any such statements and should understand that many factors could cause actual results to differ from our forward-looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed and actual future results may vary materially. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:

Assumption about our future financial and operating results, including revenues, income, expenditures, cash balances and other financial items;

•        our ability to recover from the significant revenue decline experienced in fiscal 2024;

•        our plans to expand our client base and diversify our revenue sources;

•        the development, launch, and market acceptance of our SaaS ERP product;

•        our ability to compete effectively in our target markets;

•        our expectations regarding the support and resources to be provided by our new majority shareholder, True Sage;

•        our future financial performance, including revenue growth and profitability;

•        our ability to execute our growth, and expansion, including our ability to meet our goals;

•        current and future economic and political conditions;

•        our capital requirements and our ability to raise any additional financing which we may require;

•        our ability to hire and retain qualified management personnel and key employees in order to enable us to develop our business; and

•        other assumptions described in this prospectus underlying or relating to any forward-looking statements.

We describe certain material risks, uncertainties and assumptions that could affect our business, including our financial condition and results of operations, under “Risk Factors.” We base our forward-looking statements on our management’s beliefs and assumptions based on information available to our management at the time the statements are made. We caution you that actual outcomes and results may, and are likely to, differ materially from what is expressed, implied or forecast by our forward-looking statements. Accordingly, you should be careful about relying on any forward-looking statements. Except as required under the federal securities laws, we do not have any intention or obligation to update publicly any forward-looking statements after the distribution of this prospectus, whether as a result of new information, future events, changes in assumptions, or otherwise.

ENFORCEABILITY OF CIVIL LIABILITIES

We were incorporated under the laws of British Virgin Islands because there are certain benefits associated with being a British Virgin Islands business company, such as political and economic stability, an effective judicial system, a favorable tax system, the absence of foreign exchange control of currency exchange control or currency restriction and the availability of professional and support services. The British Virgin Islands, however, has a less developed body of securities laws as compared to the United States and provides significantly less protection for investors than the United States.

Substantially all of our assets are located in Singapore. In addition, almost all of our directors and officers are nationals or residents of Republic of Singapore and all or a substantial portion of their assets are located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon us or these persons, or to enforce against us or them 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.

We have appointed Cogency Global Inc. as our agent to receive service of process with respect to any action brought against us in the United States District Court for the Southern District of New York under the federal securities laws of the United States or of any state in the United States or any action brought against us in the Supreme Court of the State of New York in the County of New York under the securities laws of the State of New York.

Forbes Hare, our counsel with respect to the laws of the British Virgin Islands, and Insights Law LLC, our counsel with respect to Singapore law, have advised us that there is uncertainty as to whether the courts of the British Virgin Islands or Singapore would (i) recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States or (ii) entertain original actions brought in the British Virgin Islands or Singapore against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

Forbes Hare, has further advised us that there is currently no statutory enforcement or treaty between the United States and the British Virgin Islands providing for enforcement of judgments. A judgment obtained in the United States, however, may be recognized and enforced in the courts of the British Virgin Islands at common law, without any re-examination on the merits of the underlying dispute, by an action commenced on the foreign judgment debt in the Commercial Division of the Eastern Caribbean Supreme Court in the British Virgin Islands, provided such judgment: (i) is given by a foreign court of competent jurisdiction; (ii) is final; (iii) is not in respect of taxes, a fine or a penalty; and (iv) 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 British Virgin Islands. Furthermore, it is uncertain that British Virgin Islands courts would enforce: (1) judgments of U.S. courts obtained in actions against us or other persons that are predicated upon the civil liability provisions of the U.S. federal securities laws; or (2) original actions brought against us or other persons predicated upon the Securities Act. Forbes Hare has informed us that there is uncertainty with regard to British Virgin Islands law relating to whether a judgment obtained from the U.S. courts under civil liability provisions of the securities laws will be determined by the courts of the British Virgin Islands as penal or punitive in nature.

Insights Law LLC has advised us that there is uncertainty as to whether judgments of courts in the United States based upon the civil liability provisions of the securities laws of the United States or any state or territory of the United States will be recognized or enforced by the Singapore courts, and there is doubt as to whether the Singapore courts will enter judgments in original actions brought in the Singapore courts based solely on the civil liability provisions of these securities laws. An in personam final and conclusive judgment in the federal or state courts of the United States under which a fixed or ascertainable sum of money is payable may generally be enforced as a debt in the Singapore courts under the common law as long as it is established that the Singapore courts have jurisdiction over the judgment debtor. However, the Singapore courts are unlikely to enforce a foreign judgment if (a) the foreign judgment is inconsistent with a prior local judgment that is binding on the same parties; (b) the enforcement of the foreign judgment would contravene the public policy of Singapore; (c) the proceedings in which the foreign judgment was obtained were contrary to principles of natural justice; (d) the foreign judgment was obtained by fraud; or (e) the enforcement of the foreign judgment amounts to the direct or indirect enforcement of a foreign penal, revenue or other public law.

In particular, the Singapore Courts may potentially not allow the enforcement of any foreign judgment for a sum payable in respect of taxes, fines, penalties or other similar charges, including the judgments of courts in the United States based upon the civil liability provisions of the securities laws of the United States or any state or territory of the United States. In respect of civil liability provisions of the United States federal and state securities law which permit punitive damages against us and our directors or executive officers, we are unaware of any decision by the Singapore courts which has considered the specific issue of whether a judgment of a United States court based on such civil liability provisions of the securities laws of the United States or any state or territory of the United States is enforceable in Singapore.

USE OF PROCEEDS

We estimate that we will receive net proceeds from this offering of approximately US$[•], after deducting the estimated underwriting discounts and the estimated offering expenses payable by us and based upon an assumed initial public offering price of US$[•] per Class A Ordinary Share. We will not receive any amount of the proceeds from the sale of Class A Ordinary Shares by the Selling Shareholders.

We plan to use the net proceeds we receive from this offering for the following purposes:

•        20% for research and development;

•        20% for investment in marketing and branding, and other capital expenditures;

•        20% for recruitment of talented professionals; and

•        40% for general corporate purposes and possible future acquisitions and growth opportunities.

The foregoing represents our current intentions based upon 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 of this offering 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 short-term, interest-bearing bank deposits or debt instruments.

DIVIDEND POLICY

We did not declare or pay any dividends for the years ended June 30, 2024, 2023 and 2022.

We intend to keep any future earnings to finance the expansion of our business, and we do not anticipate that any cash dividends will be paid in the foreseeable future.

Subject to the BVI Act and our memorandum and articles of association, our board of directors may authorize and declare a dividend to shareholders at such time and of such an amount as they think fit if they are satisfied, on reasonable grounds, that immediately following the dividend the value of our assets will exceed our liabilities and we will be able to pay our debts as they become due. There is no further British Virgin Islands statutory restriction on the amount of funds which may be distributed by us by dividend.

When considering the distribution of a dividend in the future, our Board will 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 may consider relevant. The payment of dividends, in certain circumstances, may also be subject to the approval of our shareholders, the Companies Act and our Amended and Restated Memorandum and Articles of Association as well as any other applicable laws. Currently, we do not have any predetermined dividend distribution ratio and we may not declare any dividends for the foreseeable future.

If we determine to pay dividends on any of our Class A Ordinary Shares in the future, as a holding company, we will be dependent on receipt of funds from our Singapore subsidiary, RP Singapore.

CORPORATE HISTORY AND STRUCTURE

Our Corporate History

Corporate Structure

We are a holding company incorporated in the British Virgin Islands on November 17, 2021 under the BVI Act. We conduct all our operations through RP Singapore, which was incorporated on January 1, 2015 under the laws of Republic of Singapore. On November 17, 2021, we acquired all the equity interest of RP Singapore via a certain share exchange agreement with Mr. Sai Bin Loi, who was the then owner of 100% of the equity interest of RP Singapore.

Increase of Authorized Shares, Forward Split and Reserve Split

On April 21, 2022, our shareholders and the board approved the Company’s amended and restated memorandum and articles of association to effectuate an increase of the authorized shares of our Company to unlimited shares and a forward split of the then issued and outstanding shares at a ratio of 1:1,600. The increase of authorized shares and the forward split became effective on April 21, 2022. On August 29, 2023, we implemented a 1.5625 for 1 reverse share split of our Class A Ordinary Shares under British Virgin Islands Law. As a result of the reverse split, the total of 25,000,000 issued and outstanding ordinary shares prior to the reverse split was decreased back to a total of 16,000,000 issued and outstanding Class A Ordinary Shares of $0.000625 each. The reverse split maintained our existing shareholders’ percentage ownership interests in our Company.

On April 7, 2025, our share capital was amended to be an unlimited number of ordinary shares divided into two classes, consisting of (i) an unlimited number of Class A Ordinary Shares, par value $0.000625 each, and (ii) 50,000,000 Class B Ordinary Shares, par value $0.000625 each. Each Class A Ordinary Share is entitled to one (1) vote on any matter on which action of the shareholders of the Company is sought while each Class B Ordinary Share is entitled to ten (10) votes. Holders of Class B Ordinary Shares will vote together with holders of Class A Ordinary Shares as one class. Class A Ordinary Shares are not convertible into Class B Ordinary Shares. Class B Ordinary Shares are convertible into Class A Ordinary Shares as a one for one basis. Holders of Class B Ordinary Shares are not entitled to receive dividends. On March 27, 2025, we issued 100,000 Class B Ordinary Shares to True Sage for cash at par.

The following diagram illustrates our corporate structure as of the date of this prospectus and upon completion of this offering based on a proposed number of [•] Class A Ordinary Shares being offered by us and 500,000 Class A Ordinary Shares offered by the Selling Shareholders. All percentages reflect the voting ownership interests instead of the equity interest held by each of our Shareholders given that each Class A Ordinary Share is entitled to one vote and each Class B Ordinary Share is entitled to ten (10) votes. For more details on our corporate history, please refer to “Corporate History and Structure.”

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this prospectus. This discussion and analysis and other parts of this prospectus contain forward-looking statements based upon current beliefs, plans and expectations that involve risks, uncertainties and assumptions. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth under “Risk Factors” and elsewhere in this prospectus. You should carefully read the “Risk Factors” section of this prospectus to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements.

Overview

We are a provider of customized software solutions, consulting and technical support services, and peripheral hardware to large and small to medium corporate clients and government agencies based in Singapore and Malaysia, including but not limited to airports, cruise terminals and technology companies. Our customized software provides clients with real-time monitoring, efficient resources allocation, planning surveillance and threat detection. All of our clients are located in Southeast Asia. We currently generate most of our revenues from software development services, which represented 100% of total revenue in the six months ended December 31, 2024. For the six months ended December 31, 2024, our revenue were SGD 490,977 (USD 359,374). The software development services represented 100.0%, 90.3% and 71.1% of total revenue in fiscal years ended June 30, 2024, 2023 and 2022, respectively. The consulting and technical support services represented 0%, 2.7% and 28.9% of our revenue in fiscal years ended June 30, 2024, 2023 and 2022, respectively. The sale of hardware represented 0%, 7.1% and 0% of our revenue in fiscal years ended June 30, 2024, 2023 and 2022, respectively. For the years ended June 30, 2024, 2023 and 2022, our revenues were SGD 685,820, SGD 5,022,071 and SGD 4,465,134, respectively.

Key Factors Affecting Results of Operations

We believe the key factors affecting our financial condition and results of operations include the following:

Revenue Decline Resulting from Business Development Limitations

Our revenues have declined significantly in the most recent fiscal year, with total revenue for the year ended June 30, 2024 amounting to SGD 685,820, compared to SGD 5,022,071 in 2023 and SGD 4,465,134 in 2022. This decline was primarily attributable to the completion of several large-scale custom software development projects in prior years, without a corresponding pipeline of new projects in 2024. This was partially due to the reduced involvement of our former majority shareholder and chairman, Mr. Sai Bin Loi, who helped us secure high-value contracts in the years ended June 30, 2023 and 2022. On December 12, 2024, we completed a shareholder restructuring as Mr. Sai Bin Loi stepped down due to his elder age and reduced ability to remain actively involved in our operations. During this transition period, our business development capabilities were materially reduced as management’s attention was diverted to managing the ownership transition and related restructuring activities and we were unable to secure software development contracts with comparable value, while some existing clients reduced their annual budgets. In addition, in early 2024, companies in Singapore exhibited reluctance to invest in customized software development for digitalization due to economic uncertainty, particularly among small and medium-sized enterprises (SMEs). This reluctance was influenced by factors like rising business costs, especially manpower and rental costs, and uncertainty in customer demand. While the overall economy improved by the end of 2024, we believe some businesses focused on fortifying themselves rather than pursuing immediate growth plans. These factors had a major impact on our revenue generation. Consequently, our past financial performance, particularly our revenues for fiscal years 2022 and 2023, may not be indicative of our future operating results or financial performance. We may not be able to achieve or sustain profitability or positive cash flow from operations in future periods.

Strategic Shift Toward Productization and SaaS Development

Following the shareholder restructuring, we are also developing a ERP products based on the core technologies and domain expertise we have accumulated from serving our clients over the years. The SaaS ERP products will have subscription-based pricing and shorter sales cycles. Currently, we are doing a pilot launch of the SaaS ERP products and expect to officially launch them in the first fiscal quarter of the fiscal year 2026. The addition of the SaaS ERP products will complement our current project-based customized ERP products and allow us to reach a broader customer base through a recurring

revenue model. While this transition is still underway and the new product has not yet been commercialized, we anticipate that the rollout of our SaaS ERP modules in future periods will position us to reach a broader client base and achieve more sustainable revenue growth. These efforts represent a long-term investment in technological innovation and are expected to contribute significantly to our financial performance in the coming fiscal years.

Strategic Acquisitions and Investments

We may selectively pursue acquisitions, investments, joint ventures and partnerships that we believe are strategic and complementary to our operations and technology. The business or financial performance of the companies in which we have invested as well as our ability to successfully integrate these investments with our existing business would impact our results of operations and financial conditions.

Critical Accounting Policies, Judgments and Estimates

Our financial statements and accompanying notes have been prepared in accordance with U.S. GAAP. The preparation of these financial statements and accompanying notes requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operation. Critical accounting policies are those that are most important to the portrayal of our financial condition and results of operations and require management’s difficult, subjective, or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments. While our significant accounting policies are more fully described in Note 3 to the consolidated financial statements included elsewhere in this prospectus, we believe the following critical accounting policies involve the most significant estimates and judgments used in the preparation of our financial statements.

Revenue recognition

Effective July 1, 2019, we adopted ASC Topic 606, Revenue from Contracts with Clients, which replaced ASC Topic 605, using the modified retrospective method of adoption. Results for the reporting period beginning after July 1, 2019 are presented under ASC Topic 606 while prior period amounts are not adjusted and continue to be presented under our historic accounting under ASC Topic 605. Our accounting for revenue remains substantially unchanged. There were no cumulative effect adjustments for service contracts in place prior to July 1, 2019. The effect from the adoption of ASC Topic 606 was not material to our consolidated financial statements.

The five-step model defined by ASC Topic 606 requires us to (1) identify our contracts with clients, (2) identify our performance obligations under those contracts, (3) determine the transaction prices of those contracts, (4) allocate the transaction prices to our performance obligations in those contracts and (5) recognize revenue when each performance obligation under those contracts is satisfied. Revenue is recognized when promised goods or services are transferred to the client in an amount that reflects the consideration expected in exchange for those goods or services.

We applied practical expedient when sales taxes were collected from clients, meaning sales tax is recorded net of revenue, instead of cost of revenue, which are subsequently remitted to governmental authorities and are excluded from the transaction price. We do not offer rights of refund of previously paid or delivered amounts, rebates, rights of return or price protection. In all instances, we limit the amount of revenue recognized to the amounts for which it has the right to bill our clients.

For the six months ended December 31, 2024, we derived revenues from software development services, we did not derive revenue from consulting and technical services, and product sales. For the year ended June 30, 2024, we derived revenues from one source, software development services, we did not derived revenue from consulting and technical services, and product sales. For the year ended June 30, 2023, we derived revenues from three sources: (1) revenue from software development services, (2) revenue from consulting and technical support services, and (3) revenue from product sales. For the year ended June 30, 2022, we derived revenues from two sources: (1) revenue from software development services, and (2) revenue from consulting and technical support services. Our contracts with clients do not contain cancelable and refund-type provisions.

(1) Software development services

Revenue from Software Development

The contract is typically fixed priced and does not provide any post contract client support or upgrades. We design software based on clients’ specific needs which require us to perform services including design, development, and integration. These services also require significant production and customization. Upon delivery of the services, client acceptance is generally required. We assess that software development services is considered as one performance obligation as the clients do not obtain benefit for each separate service. The duration of the development period is short, usually less than one year.

From September 01, 2024 onwards, in certain software development contract, we provide complementary support services for 12 months following completion of the project. However, any feature upgrade, system scaling and ongoing maintenance will require service fee from clients.

Our software development service revenues are generated from contracts with government or related agencies, state-owned enterprises, and commercial enterprises. The contracts contain negotiated billing terms which generally include multiple payment phases throughout the contract term and a portion of contract amount usually is billed upon the completion of the related projects. Pursuant to the contract terms, we have enforceable rights on payments for the work performed.

Our revenues from software development contracts are generally recognized over time as our performance creates or enhances the project controlled by the clients and the control is transferred continuously to our clients. We use an input method based on cost incurred as we believe that this method most accurately reflects our progress toward satisfaction of the performance obligation, which usually takes less than one year. Under this method, we could appropriately measure the fulfillment of a performance obligation. Assumptions, risks and uncertainties inherent in the estimates used to measure progress could affect the amount of revenues, receivables and deferred revenues at each reporting period.

Incurred costs include all direct material, labor and subcontract costs, and those indirect costs related to application development performance, such as indirect labor, supplies, and tools. Cost-based input method requires us to make estimates of revenues and costs to complete the service. In making such estimates, significant judgment is required to evaluate assumptions related to the costs to complete the application development, including materials, labor, and other system costs. Our estimates are based upon the professional knowledge and experience of our engineers and project managers to assess the contract’s schedule, performance, and technical matters. We have adequate cost history and estimating experience, with respect to which management believes it can reasonably estimate total development costs. If the estimated costs are greater than the related revenues, we recognize the entire estimated loss in the period the loss becomes known and can be reasonably estimated. Changes in estimates for software development services include but are not limited to cost forecast changes and change orders. The cumulative effect of changes in estimates is recorded in the period in which the revisions to estimates are identified and the amounts can be reasonably estimated. To date, we have not incurred a material loss on any contracts. However, as a policy, provisions for estimated losses on such engagements will be made during the period in which a loss becomes probable and can be reasonably estimated. If contract modifications result in additional goods or services that are distinct from those transferred before the modification, they are accounted for prospectively as if we entered into a new contract. If the goods or services in the modification are not distinct from those in the original contract, sales and gross profit are adjusted using the cumulative catch-up method for revisions in estimated total contract costs and contract values.

In certain software development service arrangements, we sell equipment to be customized and integrated with the developed software. We assess the customized equipment and service are interdependent and highly interrelated. In these cases, we control the customized equipment before it is transferred to the clients. We have the right to direct the suppliers and control the goods or assets transferred to our clients. Thus, we consider that we should recognize revenue as a principal in the gross amount of consideration to which we are entitled in exchange for the customized equipment delivered.

(2) Consulting and technical support services

Revenue from consulting and technical support services is primarily comprised of fixed-fee contracts, which require us to provide professional consulting and technical support services over contract terms beginning on the commencement date of each contract, which is the date our service is made available to clients. Billings to the clients are generally on a

monthly or quarterly basis over the contract term, which is typically 1 to 12 months. The consulting and technical support services contracts typically include a single performance obligation. The revenue from consulting and technical support services is recognized over the contract term as clients receive and consume benefits as such services are provided.

(3) Product sales

We engage in the sale of medical equipment, hardware and related accessories. We typically enter into contracts with our client where the rights of the parties, including payment terms, are identified and sales prices to the clients are fixed with no separate sales rebate, discount, or other incentive and no right of return exists on sales of inventory. Our performance obligation is to deliver products according to contract specifications. We recognize product revenue at a time when the control of products is transferred to clients.

Revenue includes reimbursements of travel and out-of-pocket expenses, with equivalent amounts of expense recorded in cost of revenue.

Practical Expedient and Exemptions

We do not disclose the value of unsatisfied performance obligations within one year by applying the right to invoice practical expedient provided by ASC 606-10-55-18.

Recent Accounting Pronouncements

See the discussion of the recent accounting pronouncements contained in Note 3 to the consolidated financial statements, “Summary of Significant Accounting Policies.”

Key Components of Our Results of Operations

Revenues

For the six months ended December 31, 2024 and 2023, we derived revenues from one source: software development services, we did not derive revenue from consulting and technical services, and product sales. For the years ended June 30, 2024, 2023 and 2022, we derived revenues from three sources: (1) software development services, (2) consulting and technical support services, and (3) product sales.

We are focusing on developing software and solutions equipped with our core technologies in big data analytics, AI and IoT applications.

Our breakdown of revenues for the six months ended December 31, 2024 and 2023, respectively, is summarized below:

Our breakdown of revenues for the years ended June 30, 2024, 2023 and 2022, respectively, is summarized below:

Cost of Revenues

Our cost of revenues consists primarily of personnel costs (including salaries and benefits) for employees associated with technical support and subcontractors, professional services organizations, third party license fees, allocable overhead, and depreciation of related property and equipment.

Our breakdown of cost of revenues for the six months ended December 31, 2024 and 2023, respectively, is summarized below:

Our breakdown of cost of revenues for the years ended June 30, 2024, 2023 and 2022, respectively, is summarized below:

Operating expenses

Operating expenses include selling and marketing, general and administrative and research and development expenses. Selling expenses are mainly salary and benefits expenses for our sales team and related travel expenses. General and administrative expenses are mainly salary and benefits of management, professional fees, services fees, rental and other operating expenses attributable to general and administrative activities. Research and development expenses are salary and benefits for in-house software engineers and payments made to outside subcontractors.

Results of Operations

Results of Operations for the Six Months Ended December 31, 2024 and 2023

Our consolidated results of operations for the six months ended December 31, 2024 and 2023 are summarized below:

Six Months Ended December 31, 2024 Compared to Six Months Ended December 31, 2023

Revenues

For the six months ended December 31, 2024, our total revenue was SGD 490,977 (USD 359,374), compared to SGD 635,350 for the same period in 2023, representing a decrease of SGD 144,373 (USD 105,675), or 22.7%. This decline was primarily due to the stage of completion of our ongoing projects. During the six-month period ended December 31, 2024, the Company underwent shareholder restructuring and implemented cost-cutting measures, which resulted in slower project progress compared to the prior period. Consequently, this led to a reduction in recognized revenue. Revenues for both periods were primarily derived from software development services.

Cost of Revenues

Our cost of revenues increased by SGD 38,186, or 15.3%, from SGD 250,032 for the six months ended December 31, 2023, to SGD 288,218 (USD 210,963) for the six months ended December 31, 2024. The increase was primarily due to the outsourcing of development work to third-party suppliers during this period. This strategic shift was part of our effort to reduce fixed operational costs by downsizing our in-house development team.

Gross Profit

Our gross profit declined by SGD 182,559, from SGD 385,318 for the six months ended December 31, 2023, to SGD 202,759 (USD 148,411) for the six months ended December 31, 2024. Our overall gross margins were 41.3% and 60.6% for the six-month periods ended December 31, 2024 and 2023, respectively. The decline in gross margin primarily reflects a strategic shift in our development model implemented during a broader shareholder and management restructuring initiative. Historically, we maintained an in-house software development team, incurring fixed monthly personnel costs. However, as project delivery timelines extended and milestone-based customer payments were delayed, this model introduced working capital pressures and increased short-term liquidity risk. In response, we transitioned in July 2024 to a project-based outsourcing model using established third-party development partners. These vendors are paid based on delivery milestones, which allows us to better align our cost structure with project revenue recognition and reduce fixed overhead exposure. While outsourcing carries higher unit costs in the short term, it enhances our ability to manage cash flow and maintain operational flexibility. Looking ahead, we expect to hire developers in-house and reduce reliance on external vendors as we strengthen our customer base and expand across commercially attractive sectors. We anticipate that by December 2025, we will have built a robust in-house team of developers with projected improvements in gross margins as internal capabilities are re-established.

Operating Expenses

For the six months ended December 31, 2024, we incurred SGD 1,325,715 (USD 970,367) in operating expenses, representing an increase of SGD 349,909, or 35.9%, from SGD 975,806 for the six months ended December 31, 2023, primarily due to increases in general research and development expenses.

General and administrative expenses primarily consisted of salary and compensation expenses relating to our accounting, human resources and executive office personnel, and included rental expenses, depreciation expenses, office overhead, professional service fees and travel and transportation costs. General and administrative expenses decreased by SGD 653,500, or 76.1%, from SGD 859,215 for the six months ended December 31, 2023 to SGD 205,715 (USD 150,575) for the six months ended December 31, 2024. The decrease was mainly due to a decrease in wages and salary SGD192,058, a decrease of director’s fee expense of approximately SGD 288,000, entertainment expenses amount to SGD64,498 and other general administrative expenses amount to SGD108,944. As a percentage of revenues, general and administrative expenses were 41.90% and 135.23% of our total revenue in the six months ended December 31, 2024 and 2023, respectively. The percentage of revenues for general and administrative expenses was lower for the six months ended December 31, 2024, due to the decrease staff headcount and other operating expenses.

Research and development expenses primarily consisted of compensation and benefit expenses relating to our research and development personnel and other expenses relating to our research and development activities. Research and development expenses increased by SGD 1,003,409 from SGD 116,591for the six months ended December 31, 2023 to SGD1,120,000 (USD819,792) for the six months ended December 31, 2024, representing 228.12% and 18.35% of our total revenues for the six months ended December 31, 2024 and 2023, respectively. We expect to continue to invest in research and development. We expect that our ability to effectively utilize our research and development capabilities significantly affects our results of operations in the future.

Other expenses, net

Other expenses primarily consisted of interest income net of interest expense, the exchange gain and loss, and other income and expenses. Our net other expense was approximately SGD 44,676 (USD 32,701) for the six months ended December 31, 2024, compared with a net other expense of approximately SGD 144,834 for the six months ended December 31, 2023. Other expenses incurred for the six months ended December 31, 2024 included an interest expense SGD 34,295(USD 25,102), write off of renovation carrying amount SGD 14,177 (USD 10,377) and offset by an income from disposal of automobile in an amount of SGD 3,797 (USD 2,779). For the six months ended December 31, 2023, other expenses included an interest expense of SGD 187,864, finance expense of SGD 19,830, offset by other income amount to SGD58,171. The decrease in finance and interest expenses was due to there is no new borrowing facilities obtained during the six months ended December 31, 2024.

Income (loss) before provision for income taxes

As a result of the foregoing, our loss before provision for income taxes increased by SGD 432,310, or 58.8%, from SGD 735,322 for the six months ended December 31, 2023 to loss before provision for income taxes SGD 1,167,632 (USD 854,657) for the six months ended December 31, 2024.

Provision for income taxes

For six months ended December 31, 2024 and 2023, we did not need to allocate provision for income taxes as the Company is operating at loss for these periods. Deferred tax assets resulting from net operating losses and other temporary differences have not been recognized in the accompanying financial statements. This is due to the uncertainty surrounding the Company’s ability to generate sufficient future taxable income to utilize these potential benefits. In accordance with ASC 740, a deferred tax asset is only recognized when it is more likely than not that the asset will be realized. As of December 31, 2024 and 2023, management has concluded that such a determination cannot be made, and therefore, a full valuation allowance has been applied.

Net income (loss)

As a result of the foregoing, our net loss increased by approximately 55.4% to a loss of SGD 1,167,632 (USD 854,657) for the six months ended December 31, 2024 from a loss of SGD735,322 for the six months ended December 31, 2023.

Results of Operations

Results of Operations for the Years Ended June 30, 2024 and 2023

Our consolidated results of operations for the years ended June 30, 2024 and 2023 are summarized below:

Revenues

For the year ended June 30, 2024, our total revenue was SGD 685,820 (USD 506,066) as compared to SGD 5,022,071 for the year ended June 30, 2023. Our total revenue decreased by SGD 4,336,251 (USD 3,199,713), or 86.3%. The overall decrease in total revenue was primarily attributable to a decrease of SGD 3,846,751, SGD133,100 and SGD 356,400, in revenue from software development services, consulting and technical support services and product sales respectively.

For the year ended June 30, 2024, our software development service revenue was SGD 685,820 (USD 506,066) as compared to SGD 4,532,571 for the year ended June 30, 2023. The decrease in software development service revenue was SGD 3,846,751 or 84.9%. In 2023, we have significantly increased our software development contract portfolio by securing agreements with a more extensive array of clients. The decline in our software development service revenue was primarily attributable to the completion of several large-scale custom software development projects in prior years, without a corresponding pipeline of new projects in 2024. This was partially due to the reduced involvement of our former majority shareholder and chairman, Mr. Sai Bin Loi, who helped us secure high-value contracts in the years ended June 30, 2023 and 2022. On December 12, 2024, we completed a shareholder restructuring as Mr. Sai Bin Loi stepped down due to his elder age and reduced ability to remain actively involved in our operations. During this transition period, our business development capabilities were materially reduced as management’s attention was diverted to managing the ownership transition and related restructuring activities and we were unable to secure software development contracts with comparable value, while some existing clients reduced their annual budgets. In addition, in early 2024, companies in Singapore exhibited reluctance to invest in customized software development for digitalization due to economic uncertainty, particularly among small and medium-sized enterprises (SMEs). This reluctance was influenced by factors like rising business costs, especially manpower and rental costs, and uncertainty in customer demand. While the overall economy improved by the end of 2024, we believe some businesses focused on fortifying themselves rather than pursuing immediate growth plans. These factors had a major impact on our revenue generation.

For the year ended June 30, 2024, we did not generate any consulting and technical support service revenue as compared to SGD 133,100 for the year ended June 30, 2023, representing a decrease of SGD 133,100 or 100.0%. We did not secure any consulting and technical support service contract in the year ended June 30, 2024. This is due to our existing clients requiring service in software development instead of consulting and technical support services. Nonetheless, we retain robust technical expertise in data analysis-related consulting and technical support. our intention is to persistently invest in long-term growth in this field, allowing us to offer more technical consulting services to our customers when opportunities arise.

For the year ended June 30, 2024, we did not generate any product sales revenue. For the year ended June 30, 2023, we generated SGD 356,400 in product sales revenue. The decrease in product sales revenue was mainly due to the fact that we did not deliver any customized hardware products to our clients, furthermore, we did not secure any product-related contract with our clients. In the fiscal year 2023, we have delivered customized hardware products to one of our clients. We will continue to monitor industry demands and assess the need for customized hardware products. With our retained expertise in customized hardware solutions and strong connections with hardware suppliers, we are well-positioned to respond quickly, and secure revenue contracts should the demand arise.

Cost of Revenues

Our cost of revenues decreased by SGD 760,317 or 75.0% from SGD 1,013,510 for the year ended June 30, 2023 to SGD 253,193 (USD 186,831) for the year ended 2024. This decrease is mainly attributed to a decrease in revenue generated from service contracts secured by the Company. In 2024, the Company has implemented cost cutting measures, including staff lay off, outsourcing software development work to external IT companies. In the year ended June 30, 2024, we did not incur any cost of revenue from consulting and technical support. This represented a reduction of SGD 131,400 (USD 96,960) or 100% from the year ended June 30, 2023. This was because Company focused its efforts on providing software development services.

Gross Profit

Our gross profit decreased by SGD 3,575,934, from SGD 4,008,561 for the year ended June 30, 2023 to SGD 432,627 (USD 319,235) during the year ended June 30, 2024. The decrease was attributed to a decline in new sales contracts secured during the year, as well as delays in ongoing projects, as clients adopted a wait-and-see approach amid economic uncertainty. The decrease in gross profit margin was primarily due to rising labor and material costs, driven by macroeconomic factors.

Our gross profit and gross profit margin from our major revenue streams are summarized as follows:

Gross profit for software development services decreased by SGD 3,380,484 or 88.7% from SGD 3,813,111 in the year ended June 30, 2023 to SGD 432,627 (USD 319,235) in the year ended June 30, 2024 mainly due to the decrease in overall software development revenue and increase in cost of revenue from software development revenue. Gross profit margin for the years ended June 30, 2024 and 2023 was 63.1% and 84.1%, respectively. The decrease in gross margin was primarily attributed to rising human capital costs and a decline in revenue from minimally customized and ready-to-sell software solutions. Additionally, sales contract revenue declined in the year ended June 30, 2024, as clients were reluctant to invest heavily in IT solutions due to uncertainty in the macroeconomic environment.

Gross profit for consulting and technical support services decreased by SGD 1,700 or 100% from SGD 1,700 in the year ended June 30, 2023 to nil in the year ended June 30, 2024, which was mainly because we have strategically shifted our focus to software development contracts that does not involve consulting and technical supports since the year ended June 30, 2023, therefore our revenue and gross profit for consulting and technical support have significantly reduced. Gross profit margin for the years ended June 30, 2024 and 2023 was nil and 1.3%, respectively.

Gross profit for product sales decreased by SGD 193,750 or 100% from SGD 193,750 in the year ended June 30, 2023 to nil in the year ended June 30, 2024, which was due to the fact that we have not completed any project of customized hardware products to our clients in fiscal year 2024. Clients adopted a wait-and-see approach amid economic uncertainty, reluctant to invest in asset-heavy solutions. As a result, gross profit margin for product sales for the year ended June 30, 2024 was nil, a decrease of 100% from 54.4% in the year ended June 30, 2023.

Operating Expenses

For the year ended June 30, 2024, we incurred SGD 1,673,280 (USD 1,234,710) in operating expenses, representing a decrease of SGD 828,361 or 33.1%, from SGD 2,501,641 for the year ended June 30, 2023, primarily due to the implementation of cost-cutting measures, such as staff layoffs, leading to a significant decrease in general and administrative expenses.

Selling and marketing expenses primarily consisted of salary and compensation expenses relating to our sales and marketing personnel, and included other expenses relating to our sales and marketing activities. Selling and marketing expenses decreased by SGD 104,423 or 100.0%, from SGD 104,423 for the year ended June 30, 2023 to nil for the year ended June 30, 2024. The decrease was mainly due to reduction of sales team as they did not meet the sales target set by the Company. At the same time, the Company underwent shareholder restructuring in the second half of the financial year, during which the hiring was frozen. Selling expenses accounted for nil and 2.1% of total revenue for the years ended June 30, 2024 and 2023, respectively.

General and administrative expenses primarily consisted of salary and compensation expenses relating to our accounting, human resources and executive office personnel, and included rental expenses, depreciation expenses, office overhead, professional service fees and travel and transportation costs. General and administrative expenses decreased by SGD 753,609 or 32.6%, from SGD 2,310,297 for the year ended June 30, 2023 to SGD 1,556,688 (USD 1,148,678) for the year ended June 30, 2024. The decrease was mainly due to a decrease in professional service fee, salary and other office expense as cost-cutting measures have been in place. As a percentage of revenues, general and administrative expenses were 227.0% and 46.0% of our total revenue in the years ended June 30, 2024 and 2023, respectively. Driven by the implementation of cost-cutting measures, the company reduced the number of administrative staff, leading to lower overall staff salaries. Additionally, reductions in company welfare and spending ceilings for general administrative expenses contributed to the overall cost savings.

Research and development expenses primarily consisted of compensation and benefit expenses relating to our research and development personnel and other expenses relating to our research and development activities. Research and development expenses increase by SGD 29,671 from SGD 86,921 for the year ended June 30, 2023 to SGD 116,592 (USD 86,032) for the year ended June 30, 2024, representing 17.0% and 1.7% of our total revenues for the years ended June 30, 2024 and 2023, respectively. The increase is driven by the need to develop innovative software solutions that respond to the current macroeconomic environment, allowing us to address clients’ pain points and secure contracts. As advancements in AI technology continue at a rapid pace, we anticipate ongoing investment in research and development. Our ability to effectively leverage our R&D capabilities will play a crucial role in shaping our future operational results.

Other expenses, net

Other income (expense) primarily consists of interest income net of interest expense, the exchange gain and loss, and other income and expenses. Our net other expense was approximately SGD 176,527 (USD 130,259) in the year ended June 30, 2024, compared with a net other expense of approximately SGD 91,124 in the year ended June 30, 2023. Other expenses incurred for the year ended June 30, 2024 included an exchange gain in an amount of SGD 1,535 (USD 1,133), a finance expense in an amount of SGD 34,830 (USD 25,701), an interest expense in an amount of SGD 210,987 (USD 155,687), and offset by government grant and miscellaneous income in an amount of SGD 67,755 (USD49,996). Other expenses incurred for the year ended June 30, 2023 included an exchange loss in an amount of SGD 4,080, a finance expense in an amount of SGD 72,591, an interest expense in an amount of SGD 103,814, and offset by government grant and miscellaneous income in an amount of SGD 89,361.

Income(loss) before provision for income taxes

As a result of the foregoing, our income before provision for income/(loss) taxes decreased by SGD 2,832,976, or 200.0%, from income of SGD 1,415,796 for the fiscal year ended June 30, 2023 to a loss of 1,417,180 for the fiscal year ended June 30, 2024.

Provision for income taxes

Our income tax expenses decreased by SGD 201,634, or 102.0%, from SGD 198,012 for the year ended June 30, 2023 to deferred income tax with 3,622 for the year ended June 30, 2024. Under the Inland Revenue Authority of Singapore (IRAS), RP Singapore is generally subject to income tax at a rate of 17%.

Net income

As a result of the foregoing, our net income decreased by approximately 216.1% to a loss of SGD 1,413,558 (USD 1,043,061) in the fiscal year ended June 30, 2024 from a profit of SGD 1,217,784 for the fiscal year ended June 30, 2023.

Results of Operations for the Years Ended June 30, 2023 and 2022

Our consolidated results of operations for the years ended June 30, 2023 and 2022 are summarized below:

The balances in the consolidated result of operation for the year ended and as of June 30, 2023, were translated from SGD into USD are solely for the convenience of the readers, at the rate of USD1.00=SGD1.3523, representing the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on June 30, 2023.

Revenues

For the year ended June 30, 2023, our total revenue was SGD 5,022,071 (USD 3,713,726) as compared to SGD 4,465,134 for the year ended June 30, 2022. Our total revenue increased by SGD 556,937 (USD 411,844), or 12.5%. The overall increase in total revenue was primarily attributable to an increase of SGD 1,357,406 and SGD 356,400, in revenue from software development services and product sales respectively; but offset by a decrease of SGD 1,156,869 in consulting and technical support services.

For the year ended June 30, 2023, our software development service revenue was SGD 4,532,571 (USD 3,351,750) as compared to SGD 3,175,165 for the year ended June 30, 2022. The increase in software development service revenue was SGD 1,357,406 or 42.8%. In 2022, we have acquired a limited number of software development contracts from a handful of major clients. However, in 2023, we have significantly increased its software development contract portfolio by securing agreements with a more extensive array of clients. This strategic move has substantially diminished our reliance on a few major clients and reflects its successful diversification of the client base.

We plan to continue to expand our ability to provide our software development service by investing in software development and client support to address the business needs of local markets and continuous growth of these services. In addition, by providing software development services, we gain extensive understanding and knowledge of each client’s unique business needs, often resulting in opportunities for us to cross-sell our consulting and technical support services.

For the year ended June 30, 2023, our consulting and technical support service revenue was SGD 133,100 (USD 98,425) as compared to SGD 1,289,969 for the year ended June 30, 2022, representing a decrease of SGD 1,156,869 or 89.7%. In 2022, we successfully secured two major contracts involving consulting and technical support services, which were fulfilled within the fiscal year ending on June 30, 2022. In contrast, in 2023, we shifted our emphasis toward software development contracts that did not include consulting and technical support obligations. This change resulted in a reduction in revenue generated from this income stream. The transition towards a stronger emphasis on software development is driven by our analysis of current customer needs and budgets within the post-COVID-19 economic climate. Nonetheless, we retain robust technical expertise in data analysis-related consulting and technical support. our intention is to persistently invest in long-term growth in this field, allowing us to offer more technical consulting services to our customers when opportunities arise.

For the year ended June 30, 2023, our product sales revenue was SGD 356,400 (USD 263,551). For the year ended June 30, 2022, we did not generate any product sales revenue. The increase in product sales revenue was mainly due to the fact that we have delivered some customized hardware products to one of our clients in fiscal year 2023. However, in fiscal year 2022, we had not completed any contract that involves customized hardware product. We will continue to expand the scope of our services and enhance the features and functionalities of our software and improve our marketing efforts, and thus we expect our sale of products revenue will grow with an expanded offering and increasing market awareness.

Cost of Revenues

Our cost of revenues decreased by SGD 4,433 or 0.4% from SGD 1,009,077 for the year ended June 30, 2022 to SGD 1,013,510 (USD 749,471) for the year ended June 30, 2023, which was mainly attributable to a decrease of SGD 156,717 in cost of revenue from software development services. In 2023, despite the increase in software development revenue compared to 2022, we successfully reduced our cost of revenue associated with software development. This is attributed to our successful retention of technical engineering talent, effective resource management, and the delivery of high-quality products to our customers. Consequently, we achieved improved results with lower cost of revenue compared to the fiscal year 2022. Our cost of revenue from consulting and technical support services was approximately SGD 131,400 (USD 97,168) in the year ended June 30, 2023, representing a decrease of SGD 1,500 from SGD 132,900 in the year ended June 30, 2022. Our cost of revenue from consulting and technical support services decreased due to the fact that we have less consulting and technical support contract for the fiscal year 2023 compared to fiscal year 2022. Our cost of revenue from product sales was SGD 162,650 (USD 120,277) in the year ended June 30, 2023, representing an increase of SGD 162,650 from nil in the year ended June 30, 2022. The increase was due to the fact that in fiscal year 2023 we have customized hardware product in one of our contracts. However, in fiscal year 2022, we do not have any contract that involved customized hardware product.

Gross Profit

Our gross profit increased by SGD 552,504, from SGD 3,456,057 for the year ended June 30, 2022 to SGD 4,008,561 (USD 2,964,255) during the year ended June 30, 2023. The increase was mainly due to the increase in software development service revenues and product sales revenue during the year ended June 30, 2023, even though there is a decrease in consulting and technical support revenues. For the years ended June 30, 2023 and 2022, our overall gross margin was 79.8% and 77.4%, respectively. The increase in gross margin can be attributed to our strategic shift towards software development contracts, in which we possess expert knowledge. Simultaneously, our adept cost management in this domain has played a pivotal role.

Our gross profit and gross profit margin from our major revenue streams are summarized as follows:

The new shareholder, True Sage, has committed to financially supporting the Company to meet both operational and financial obligations in a management comfort letter addressed to the independent auditor of the Company, in connection with the auditor’s assessment of the Company’s ability to continue as a going concern. The commitment includes:

(i)     True Sage will provide continuous financial support to the Company to settle its outstanding debts, and it will not demand repayment from the Company until all the external financial obligations of the Company have been satisfied.

(ii)    True Sage has the ability and resources to provide financial support to the Company for operational needs.

Current Financial Position and Going Concern Considerations

The Company’s independent auditor has raised substantial doubt about our ability to continue as a going concern. In response, we have developed a three-pronged strategy to strengthen our financial position and secure the necessary resources to operate for at least the next twelve months.

Liquidity Strategy and Action Plans

To address liquidity concerns and demonstrate our financial viability, the Company is executing the following measures:

1.      Capital Raising Initiatives

•        We are actively exploring financing opportunities, including equity financing and strategic investments, to strengthen our liquidity position.

•        We are in discussions with potential investors regarding possible funding options.

•        Contingency plans include securing bridge financing or convertible debt instruments to ensure uninterrupted operations.

2.      Revenue Expansion & Client Diversification

•        The Company is leveraging its expertise in software development and consulting to secure long-term contracts with enterprise clients.

•        We are developing a new subscription-based product, leveraging on the current generative AI product API and our in-house solutions, targeting the industries in which we have expertise. This will create more revenue streams for the Company.

•        Following our shareholder restructuring, the Company has secured multiple new projects, ensuring a steady revenue stream.

3.      Cost Optimization & Operational Efficiency

•        We have initiated cost-reduction measures, including operational restructuring and strategic expense management, to improve cash flow.

•        After implementing cost-cutting measures, our operating costs have been reduced to approximately SGD 25,000 (USD18,299) per month.

•        We have relocated to a smaller office, with administrative staff working remotely to reduce overhead costs.

•        We are actively recovering long-outstanding accounts receivable, and to date, we have successfully collected SGD 2,010,000 (USD 1,471,234), representing 66% of our total accounts receivable for the six months period ended December 31, 2024.

•        We have managed to negotiate monthly payment plans with our outstanding creditors to ensure a structured approach to liability management.

•        Negotiation of vendor agreements to secure better payment terms and reduce capital expenditure requirements.

•        Optimizing workforce allocation to enhance efficiency while lowering overhead costs. We have adopted a project-based payment model for our overseas developers, allowing us to better manage cash flow and allocate resources effectively.

Based on our current financial strategy, we anticipate generating sufficient cash flow through:

•        Ongoing financing discussions to secure necessary working capital.

•        Projected revenue growth driven by new contracts and expansion efforts.

•        Reduction in operating expenses through cost restructuring.

•        Continued collection of outstanding receivables and structured creditor payment plans to maintain liquidity.

We believe that our existing cash and cash equivalents, anticipated cash raised from financings, and expected cash flow from operations will be sufficient to meet our capital requirements for a minimum period of 12 months from the date of this prospectus. This assessment is based on our current financial projections, including revenue expectations, cost management strategies, and anticipated funding sources.

While we acknowledge that unforeseen circumstances or changes in market conditions could impact our liquidity, we remain committed to monitoring our financial health and will take necessary actions to secure additional financing if needed. In the event of unforeseen circumstances that disrupt the above-mentioned financial projection and strategies, the Company believes it possesses adequate capital resources to sustain planned operations for a minimum of 12 months from the date of this prospectus with the current available capital resources.

Cash Flows Analysis

For the Six Months Ended December 31, 2024, and 2023

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

Cash used in operating activities:

For the six months ended December 31, 2024, net cash used in operating activities of SGD 94,390 (USD 69,089) primarily resulted from the net loss of SGD 1,167,632 (USD 854,657) as adjusted for non-cash items and change in operating activities. Adjustments for non-cash items consisted of depreciation of property and equipment SGD 14,941 (USD 55,919), asset written off SGD 14,177 (USD 10,377), and gain on early termination of lease SGD 3,796 (USD 2,779). Changes in operating assets and liabilities mainly included a decrease in accounts receivables SGD 823,551 (USD 602,804), a decrease in prepayment SGD2,648 (USD1,938), an increase in account payable SGD 267,500 (USD 195,798) and increase in other payables and accrued liabilities by SGD 116,136 (USD 85,007). This is offset by an increase in other current asset SGD 160,000 (USD 117,113), a decrease in tax payable SGD 1,915 (USD 1,401).

For the six months ended December 31, 2023, net cash used in operating activities of SGD 94,297 (USD 71,475) primarily resulted from the net loss of SGD 735,322 (USD 557,358) as adjusted for non-cash items and change in operating activities. Adjustments for non-cash items consisted of depreciation of property and equipment SGD 22,693 (USD 17,201), provision for doubtful accounts SGD 24,723 (USD 18,739). Changes in operating assets and liabilities mainly included a decrease in account receivable SGD 1,780,557 (USD 1,349,623), an increase in other payables and accrued liabilities SGD 1,063,502 (USD 806,111), and a decrease in short-term deposit SGD 230,000 (USD 174,335). This is offset by an increase in prepayment SGD 2,270,320 (USD1,720,852), a decrease in account payable SGD 110,194 (USD 83,525), and a decrease in tax payable SGD 99,936 (USD 75,749).

Cash provided by (used in) investing activities:

For the six months ended December 31, 2024 and 2023, net cash used in investing activities are nil and nil, respectively.

Cash provided by financing activities:

For the six months ended December 31, 2024, net cash provided by financing activities, SGD 107,699 (USD 78,830) was comprised of proceeds from financial institute loans SGD 415,289 (USD 303,973) and proceeds from director loan to the Company SGD 190,350 (USD 139,328), offset by repayment to financial institute loans SGD 428,888 (USD 313,928), repayment to director loan SGD 67,781 (USD 49,613) and finance lease payments to our lessor SGD 1,271 (USD 930).

For the six months ended December 31, 2023, net cash provided by financing activities SGD 91,970 (USD 69,711) was comprised of increase in deferred IPO costs SGD 145,382 (USD 110,197), repayment of financial institution loans SGD 246,228 (USD 186,635), repayment of director loans SGD 225,896 (USD 171,224) and finance lease payments to our lessor SGD 3,689 (USD 2,796), offset by proceeds from financial institutions SGD 332,515 (USD 252,039) and proceeds from director loan SGD 380,650 (USD288,524).

The following table sets forth a summary of our working capital as of December 31, 2024 and June 30, 2024:

Current assets as of December 31, 2024 was SGD 4,337,522 (USD 3,174,880). Out of this balance, we had cash in an amount of SGD 25,137 (USD 18,399) of which approximately SGD 25,000 (USD18,299) was denominated in Singapore Dollars, and SGD 137 (USD 100) denominated in United States Dollars. The current asset balance also included the following: accounts receivable, net SGD 1,795,593 (USD 1,314,297), inventories SGD 54,986 (USD40,247), short-term deposits SGD 2,301,806 (USD 1,684,824) and other current assets, net SGD160,000 (USD117,113).

Current liabilities as of December 31, 2024 was SGD 4,590,649 (USD 3,360,158). This amount was composed of accounts payable SGD 296,316 (USD 216,891), other payables and accrued liabilities SGD 444,168 (USD 325,112), loan payable — financial institution loans SGD 1,669,302 (USD 1,221,857), amount due to director SGD 524,256 (USD 383,733), and taxes payable SGD 1,656,607 (USD1,212,565).

Current assets as of June 30, 2024, was SGD 4,990,412(USD 3,682,417). Out of this balance, we had cash in an amount of SGD 11,828 (USD 8,728) of which approximately SGD 11,692 (USD 8,628) was denominated in Singapore Dollars, and SGD 136 (USD 100) denominated in United States Dollars. The current asset balance also included the following: accounts receivable, net SGD 2,619,144 (USD 1,932,662), prepayments SGD 2,648 (USD 1,954), short-term deposits SGD 2,301,806 (USD 1,698,499), and inventories SGD 54,986 (USD 40,574).

Current liabilities as of June 30, 2024 was SGD 4,107,713 (USD 3,031,076). This amount was composed of accounts payable SGD 28,816 (USD 21,264), loans payable to financial institution SGD 1,682,900 (USD 1,241,810), other payables and accrued liabilities SGD 328,033 (USD 242,055), finance lease obligation, current portion SGD 7,755 (USD 5,722), taxes payable, SGD 1,658,521 (USD 1,223,820), loans from director SGD 401,688 (USD 296,405).

We have commenced a strategy to raise debt and equity. However, there can be no certainty that these additional financings will be available on acceptable terms or at all. If management is unable to execute this plan, there would likely be a material adverse effect on our business. All of these factors raise substantial doubt about our ability to continue as a going concern. The unaudited interim condensed consolidated financial statements for the six months ended December 31, 2024 and 2023 have been prepared on a going concern basis and do not include any adjustments to reflect the possible future effects on the recoverability and classifications of assets or the amounts and classifications of liabilities that may result from our inability to continue as a going concern.

For the year ended June 30, 2022, net cash provided by investing activities, SGD 914,557 (USD 657,812) was comprised of purchase of property and equipment of SGD 32,360 (USD 23,276). The cash outflow was offset by the repayment of loans from third parties in the amount of SGD 840,000 (USD 604,186), repayment of amount due from a director SGD 100,000 (USD 71,927) and repayment of loans from related party SGD 6,917 (USD 4,975).

Net cash (used in)/provided by financing activities:

For the year ended June 30, 2024, net cash provided by financing activities, SGD 1,475,541 (USD 1,088,799) was comprised of deferred IPO cost SGD 154,622 (USD 114,095), repayment to financial institutions SGD 256,228 (USD 189,070), repayment of finance lease SGD 7,452 (USD 5,499), repayment of amount due to director SGD 328,896 (USD 242,692). The cash outflow was offset by proceeds from financial institution SGD 1,616,985 (USD 1,193,171) and proceeds from director SGD 605,754 (USD 446,984).

For the year ended June 30, 2023, net cash provided by financing activities, SGD 236,593 (USD 174,956) was comprised of deferred IPO cost SGD 16,220 (USD 11,994), repayment to financial institutions SGD 323,500 (USD 239,222), repayment of finance lease SGD 7,160 (USD 5,295), repayment to related party SGD 115,000 (USD 85,040), repayment of amount due to director SGD 60,000 (USD 44,369). The cash outflow was offset by proceeds from financial institution SGD 523,642 (USD 387,223) and proceeds from the related party SGD 50,000 (USD 36,974), and proceeds from director SGD 184,831 (USD 136,679).

For the year ended June 30, 2022, net cash used in financing activities, SGD 1,655,524 (USD 1,190,767) was comprised of repayment of amount due to a director SGD 59,042 (USD 42,467), deferred IPO cost SGD 643,602 (USD 462,923), repayment to financial institutions SGD 688,000 (USD 494,857), repayment of finance lease SGD 6,880 (USD4,948), and dividend payments SGD 1,133,000 (USD 814,932). The cash outflow was offset by proceeds from financial institution SGD 810,000 (USD 582,608) and proceeds from the related party SGD 65,000 (USD 46,752).

The following table sets forth a summary of our working capital as of June 30, 2024 and 2023:

Current assets as of June 30, 2024, was SGD 4,990,412 (USD 3,682,417). Out of this balance, we had cash in an amount of SGD 11,828 (USD 8,728) of which approximately SGD 11,692 (USD 8,628) was denominated in Singapore Dollars, and SGD 136 (USD 100) denominated in United States Dollars. The current asset balance also included the following: accounts receivable, net SGD 2,619,144 (USD 1,932,662), prepayments SGD 2,648 (USD 1,954), short-term deposits SGD 2,301,806 (USD 1,698,499), and inventories SGD 54,986 (USD 40,574).

Current liabilities as of June 30, 2024 was SGD 4,107,713 (USD 3,031,076). This amount was composed of accounts payable SGD 28,816 (USD 21,264), loans payable to financial institution SGD 1,682,900 (USD 1,241,810), other payables and accrued liabilities SGD 328,033 (USD 242,055), finance lease obligation, current portion SGD 7,755 (USD 5,722), taxes payable, SGD 1,658,521 (USD 1,223,820), loans from director SGD 401,688 (USD 296,405).

Current assets as of June 30, 2023 was SGD 5,372,289 (USD 3,972,705). Out of this balance, we had cash in an amount of SGD 3,974 (USD 2,939) of which approximately SGD 2,582 (USD 1,909) was denominated in Singapore Dollars, and SGD 1,392 (USD 1,030) denominated in United States Dollars. The current asset balance also included the following: accounts receivable, net SGD 4,874,950 (USD 3,604,932), prepayments SGD 2,823 (USD 2,088), short-term deposits SGD 435,556 (USD 322,085), and inventories SGD 54,986 (USD 40,661).

Current liabilities as of June 30, 2023 was SGD 3,032,733 (USD 2,242,648). This amount was composed of accounts payable SGD 140,687 (USD 104,035), loans payable to financial institution SGD 322,142 (USD 238,218), other payables and accrued liabilities SGD 679,813 (USD 502,709), finance lease obligation, current portion SGD 7,452 (USD 5,511), taxes payable, SGD 1,757,808 (USD 1,299,865), loans from director SGD 124,831 (USD 92,310).

Current assets as of June 30, 2022 was SGD 3,226,609 (USD 2,320,800). Out of this balance, we had cash in an amount of SGD 23,311 (USD 16,767) of which approximately SGD 22,138 (USD 15,923) was denominated in Singapore Dollars, and SGD 1,173 (USD 844) denominated in United States Dollars. The current asset balance also included the following: accounts receivable, net SGD 3,092,185 (USD 2,224,113), prepayments SGD 13,500 (USD 9,710), short-term deposits SGD 91,130 (USD 65,547), and other receivable, net SGD 6,483 (USD 4,663).

Current liabilities as of June 30, 2022 was SGD 2,123,251 (USD 1,527,189). This amount was composed of accounts payable SGD 219,936 (USD 158,193), loans payable to related party SGD 65,000 (USD 46,752), loans payable to financial institution SGD 122,000 (USD 87,751), other payables and accrued liabilities SGD 274,116 (USD 197,163), finance lease obligation, current portion SGD 7,160 (USD 5,150) and taxes payable, SGD 1,435,039 (USD 1,032,180).

We have commenced a strategy to raise debt and equity. However, there can be no certainty that these additional financings will be available on acceptable terms or at all. If management is unable to execute this plan, there would likely be a material adverse effect on our business. All of these factors raise substantial doubt about our ability to continue as a going concern. The consolidated financial statements for the years ended June 30, 2023 and 2022 have been prepared on a going concern basis and do not include any adjustments to reflect the possible future effects on the recoverability and classifications of assets or the amounts and classifications of liabilities that may result from our inability to continue as a going concern.

Capital Expenditures

We have not made any capital expenditures for the six months ended December 31, 2024 and 2023.

We made capital expenditures of nil, SGD 6,802 and SGD 32,360 for the years ended June 30, 2024, 2023 and 2022, respectively. In these periods, our capital expenditures were mainly used for purchases of office equipment and furniture. We will continue to make capital expenditures to meet the expected growth of our business.

Commitments and Contingencies

In the normal course of business, we are subject to loss contingencies, such as legal proceedings and claims arising out of our business, that cover a wide range of matters, including, among others, government investigations and tax matters. In accordance with ASC No. 450-20, “Loss Contingencies”, we will record accruals for such loss contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated.

Contractual Obligations

As of December 31, 2024, the Company do not have contractual obligations commitment. As the Company has terminated the motor vehicle lease and did not renew the long-term office lease, therefore, the future minimum payment under certain of our contractual obligations is nil.

As of June 30, 2024, the future minimum payments under certain of our contractual obligations were as follows:

Future Financings

We may sell our Class A Ordinary Shares in order to fund our business growth. Issuances of additional shares will result in dilution to existing shareholders. There is no assurance that we will achieve sales of the equity securities or arrange for debt or other financing to fund our growth in case it is necessary, or if we are able to do so, there is no guarantee that existing shareholders will not be substantially diluted.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements including arrangements that would affect our liquidity, capital resources, market risk support and credit risk support or other benefits.

Future Financings

We may issue new Class A Ordinary shares in order to fund our business growth. Issuances of additional shares will result in dilution to existing shareholders. There is no assurance that we will achieve sales of the equity securities or arrange for debt or other financing to fund our growth in case it is necessary, or if we are able to do so, there is no guarantee that existing shareholders will not be substantially diluted.

Quantitative and Qualitative Disclosure about Market Risk

For the Six Months Ended December 31, 2024, and 2023

Concentration of credit risk

Financial instruments that potentially expose us to concentrations of credit risk consist primarily of cash and accounts receivable. We place our cash and cash equivalents with financial institutions with high credit ratings and quality.

Accounts receivable primarily comprise of amounts receivable from the service clients. To reduce credit risk, we perform on-going credit evaluations of the financial condition of these service clients. We establish a provision for doubtful accounts based upon estimates, factors surrounding the credit risk of specific service clients and other information.

Concentration of clients and vendors

Concentration of clients

For the six months ended December 31, 2024, four clients, Supertoy Trading Company Limited, SLV Trading Limited, Rosefinch Industry Company Limited, and Flourish Bright Limited, accounted for 26.1%, 25.7%, 24.6% and 16.5% of the Company’s total revenues, respectively. For the six months ended December 31, 2023, one major client, Horse Force Limited, accounted for 85.6% of the Company’s total revenues.

As of December 31, 2024, two clients, Horse Force Limited and Smorboll Pte Ltd., accounted for 30.3% and 16.6%, respectively, of the Company’s total accounts receivable. As of December 31, 2023, five clients, Horse Force Limited, Smorboll Pte. Ltd., Sy Auto Parts and Hardware Trading, 2H Technology Sdn Bhd, and YS Wong Enterprise, accounted for 22.0%, 12.0%, 10.7%, 10.3% and 10.3%, respectively, of the Company’s total accounts receivable.

Concentration of vendors

For the six months ended December 31, 2024, one major supplier, Btoz Tech Pte Ltd, accounted for 92.8% of the Company’s total purchases. For the six months ended December 31, 2023, two major vendors, Appiclogy Pte Ltd and Tekun Hardware Pte Ltd, accounted for 66.4% and 32.4%, respectively, of the Company’s total purchases. As of December 31, 2024, one vendor, Btoz Tech Pte Ltd, accounted for 90.3% of the Company’s accounts payable. As of December 31, 2023, one vendor, PCA Group Sdn Bhd, accounted for 81.5% of the Company’s accounts payable.

For the Years Ended June 30, 2024, 2023 and 2022

Concentration of credit risk

Financial instruments that potentially expose us to concentrations of credit risk consist primarily of cash and accounts receivable. We place our cash and cash equivalents with financial institutions with high credit ratings and quality.

Accounts receivable primarily comprise of amounts receivable from the service clients. To reduce credit risk, we perform on-going credit evaluations of the financial condition of these service clients. We establish a provision for doubtful accounts based upon estimates, factors surrounding the credit risk of specific service clients and other information.

Concentration of clients and vendors

Concentration of clients

As of June 30, 2024, five major clients, Horse Force Limited, Smorboll Pte Ltd, SY Auto Parts and Hardware Trading, 2H Technology Sdn Bhd, YS Wong Enterprise accounted for 22.2%, 12.2%, 10.8%, 10.4% and 10.4% respectively, of the Company’s total accounts receivable. As of June 30, 2023, three clients accounted for 16.5%, 13.6% and 10.7%, respectively, of the Company’s total accounts receivable. As of June 30, 2022, two major clients accounted for 74.6% and 24.1%, respectively, of the Company’s total accounts receivable.

For the year ended June 30, 2024, one major client, Horse Force Limited accounted for 79.3% of the Company’s total revenues. For the year ended June 30, 2023, one client Sy Auto Parts and Hardware Trading accounted for 13.3% of the Company’s total revenues. For the year ended June 30, 2022, three major clients, Payestation Pte Ltd., Australia Marine Services Pty Ltd. and Smorboll Pte Ltd. accounted for 48.7%, 16.5%, and 15.8% respectively, of the Company’s total revenues.

Concentration of vendors

As of June 30, 2024, one major vendor, PCA Group Sdn Bhd accounted for 81.5% of the Company’s accounts payable. For the year ended June 30, 2024. As of June 30, 2023, two major vendors, Appiclogy Pte Ltd and PCA Group Sdn Bhd, accounted for 72.2% and 16.7% of the Company’s accounts payable respectively. As of June 30, 2022, one major vendor, LYC Supply and Trading, accounted for 81.0% of the Company’s total accounts payable.

For the year ended June 30, 2024, two major vendor, Appiclogy Pte Ltd and Tekun Hardware Pte Ltd, accounted for 66.4% and 32.4%, respectively, of the Company’s total purchases. For the year ended June 30, 2023, two major vendor, Pangu Procurement Pte. Ltd. and Appiclogy Pte. Ltd., accounted for 48.4% and 20.3% of the Company’s total purchases. For the year ended June 30, 2022, two vendors, LYC Supply and Trading, Pangu Procurement Pte. Ltd., accounted for 17.7% and 16.3%, respectively, of the Company’s total purchases.

Our vendors generally can be divided into two categories: software development service providers and hardware vendors.

To manage operational costs, since June 2024, we have outsourced a portion of our software development activities to third-party service providers, particularly following a recent shareholder restructuring that involved downsizing our in-house development team. We typically enter into service agreements that are project based and with a fixed price that outline the scope of work, delivery schedules, payment terms, warranty and support, and the ownership of intellectual property developed under the agreements.

For hardware procurement, we do not generally enter into long-term agreements. Instead, we purchase the hardware from vendors through individual purchase orders on an as-needed basis. These purchase orders set forth the product specifications, pricing, and delivery terms, but do not impose continuing obligations on the parties beyond each transaction.

INDUSTRY

The accelerated digitization of processes and business models now make consumers and enterprises more digitally connected than ever before. Emerging technologies today drive change and at the same time also ensure resilience. The rapid pace at which technology is changing and the need for highly-skilled technology professionals are driving businesses and governmental agencies to rely on third parties to realize their strategic technology objectives. In this digital age, enterprises and governmental agencies are increasingly focused on understanding existing users’ needs and leveraging technology in new ways to meet those needs through the use of digital products and services which includes conceptualizing, designing, personalizing, prototyping, developing and delivering new digital experiences and products.

Industry Overview: IT and Software Development in Southeast Asia and Singapore (2021 – 2024)

The IT and software development sector in Southeast Asia has experienced significant growth, driven by digital transformation initiatives and increasing demand for cloud services, AI solutions, and enterprise software. Below are market growth projections, digital transformation trends, and adoption rates in the region, with a focus on software development, DevOps, and IT services.

Market Growth Projections

•        Southeast Asia IT Spending:    The IT spending market in Southeast Asia is projected to grow by USD 22.39 billion from 2021 to 2025, registering a CAGR of 6% during this period.

•        Singapore AI Market:    Singapore’s AI market is anticipated to reach USD 4.64 billion by 2030, growing at an annual rate of 28.10%.

Source: https://www.prnewswire.com/news-releases/it-spending-market-in-southeast-asia-to-grow-by-usd-22-39-bn- from-2021-to-2025technavio-301399443.html

https://iclg.com/briefing/22430-an-update-on-the-current-and-projected-impacts-of-artificial-intelligence-ai-on-the-fintech-landscape-in-singapore-and-around-the-world-in-2025

Digital Transformation Trends

Southeast Asia’s digital economy continues to expand, propelled by the adoption of cloud technologies, AI, and e-commerce solutions. The region’s internet economy is forecasted to grow from USD 194 billion to over USD 330 billion by 2025, with Indonesia leading the market.

Source: https://www.trade.gov/southeast-asia-region-forecast

AI Adoption and Enterprise Software Trends

The integration of AI into enterprise software solutions, such as data analytics, CRM, and cloud automation tools, is accelerating. Singapore’s AI in media and entertainment market generated USD 308.8 million in 2022 and is expected to reach USD 2,517.5 million by 2030, reflecting a CAGR of 30%.

Industry Opportunities and Future Outlook

Despite global economic uncertainties, the IT and software development sector in Southeast Asia continues to present substantial opportunities. The region’s emphasis on digital transformation is driving strong demand for enterprise software, cloud solutions, and AI technologies. According to Astute Analytica, the SME software market in Southeast Asia was valued at approximately USD 7 billion in 2023, with expectations to reach USD 12.9 billion by 2032, reflecting strong growth in adoption of cloud-based enterprise solutions.

Government-led initiatives across the region are further bolstering this trend, with countries such as Singapore pushing for widespread digitalization through projects like Smart Nation and extensive support for cloud and AI technologies. In addition, Southeast Asia’s push towards e-commerce, fintech, and supply chain optimization has created strong demand for customized ERP, CRM, and data analytics solutions.

Source: https://www.astuteanalytica.com/industry-report/southeast-asia-sme-software-market

BUSINESS

Our Business

We are a provider of customized ERP software solutions, consulting and technical support services, and peripheral hardware to large and SME clients and government agencies based in Singapore and Malaysia. We historically focused on delivering customized ERP systems for airports, cruise terminals, technology companies. Starting in the fiscal year 2024, we have expanded our client base to various industries, including trading, logistics, and property management. Our customized software provides general ERP functions including accounting, procurement, and workflow automation capabilities, real-time monitoring, efficient resources allocation, as well as specialized ERP functions including planning surveillance and threat detection.

We offer customized ERP related software and relevant consulting and technical support services and product sales, catered to each client’s specific needs. One of our key strengths is our ability to fulfill complex requirements by using artificial intelligence (“AI”) for prediction and applying algorithm, modules, and plugins to select and analyze operational data captured. We are uniquely positioned in the customization software sector with our ability to further deploy sensors, controls and other hardware and integrate the hardware to provide an Internet of Things (“IoT”) connectivity with an autonomous or semiautonomous outcome. Because our core algorithm and modules are pluggable, we are able to quickly develop software for clients in different industries and complete the customization in a much shorter period.

In addition, we are developing standardized software-as-a-service (“SaaS”) ERP products based on the core technologies and domain expertise we have accumulated from serving our clients over the years. The SaaS ERP products will have subscription-based pricing and shorter sales cycles. Currently, we are doing a pilot launch of the SaaS ERP products and expect to officially launch them in the first fiscal quarter of the fiscal year 2026. We believe the addition of the SaaS ERP products will complement our current project-based customized ERP products and allow us to reach a broader customer base through a recurring revenue model.

Our revenues have declined significantly in the most recent fiscal year, with total revenue for the year ended June 30, 2024 amounting to SGD 685,820, compared to SGD 5,022,071 in 2023 and SGD 4,465,134 in 2022. This decline was primarily attributable to the completion of several large-scale custom software development projects in prior years, without a corresponding pipeline of new projects in 2024. This was partially due to the reduced involvement of our former majority shareholder and chairman, Mr. Sai Bin Loi, who helped us secure high-value contracts in the years ended June 30, 2023 and 2022. On December 12, 2024, we completed a shareholder restructuring as Mr. Sai Bin Loi stepped down due to his elder age and reduced ability to remain actively involved in our operations. During this transition period, our business development capabilities were materially reduced as management’s attention was diverted to managing the ownership transition and related restructuring activities and we were unable to secure software development contracts with comparable value, while some existing clients reduced their annual budgets. In addition, in early 2024, companies in Singapore exhibited reluctance to invest in customized software development for digitalization due to economic uncertainty, particularly among small and medium-sized enterprises (SMEs). This reluctance was influenced by factors like rising business costs, especially manpower and rental costs, and uncertainty in customer demand. While the overall economy improved by the end of 2024, we believe some businesses focused on fortifying themselves rather than pursuing immediate growth plans.

We have customized a software for a cruise terminal client, using big data analytics technology and IoT applications, to enhance operational efficiency and elevate passenger experience within the bustling environment of cruise terminals. We leveraged the seamless integration of our software and IoT devices such as count sensors and CCTV cameras to enable real-time monitoring of passenger traffic flow. Our data analytics tools in the software system provided valuable information of the passenger demographics, including race and general age group, empowering our client to make informed predictions regarding passenger profiles and preferences. Through reliable prediction of passenger demographics and traffic flow patterns, our software solution facilitated strategic allocation of the ground staff resources, resulting in reduced wait times and enhanced service quality of the cruise ships.

We have also customized a sophisticated trolley management system for an airport client, utilizing advanced AI image recognition technology, which was developed based on open-source AI frameworks. Our system boasts the capability to accurately discern and quantify the trolleys at designated locations throughout the airport premises. Interfacing with real-time flight information systems, our software intelligently allocates luggage trolleys based on demand patterns associated with arriving and departing flights. Our software solution incorporated a notification system, empowering airport management with timely insights regarding trolley availability and distribution.

While our rely on open-source AI frameworks to develop our AI models, we specialize in adapting and refining these modules to meet the specific requirements of our clients. This tailored approach allows us to deliver solutions that are precisely aligned with the needs and objectives of each client. Furthermore, we prioritize the confidentiality and security of AI usage and data. All AI usage and data are securely stored within our clients’ databases designed to safeguard the integrity and privacy of their information.

Drawing from the experience and expert knowledge garnered through our custom projects, we are currently developing our proprietary AI algorithm for facility management. At the time of this prospectus, this endeavor is in its preliminary development phase. As we navigate this initial stage, our team maintains a steadfast commitment to ensuring that our AI algorithm aligns with, and ultimately exceeds, the evolving requirements of the facility management sector.

Our Growth Strategies

We have developed and intend to implement the following strategies to expand and grow our business:

•        Solidify our industry position by gaining additional market share.    By continuing to deliver high quality services and customized software solutions, we intend to pursue additional revenue opportunities from our existing clients. We will also continue to promote our comprehensive services and solutions to attract new clients in the same industries of our existing clients, so we can leverage our deep domain knowledge and expertise. Furthermore, we will continue to invest in a cloud-based IoT platform that improves our operational efficiencies and therefore benefits both our existing clients and new clients;

•        Leverage domain expertise to expand into new industry segments.    As we grow our industry and service area expertise and accumulate deep domain knowledge in the airport and cruise terminal industry verticals, we intend to leverage such experience and knowledge, and partner with top industry experts from other segments to extend our service offerings to the other verticals. In addition, we will continue to invest in R&D in certain targeted segments, including but not limited to the hospitality and medical technology industries, to develop applications to address the specific needs of those segments;

•        Our existing solutions and expand our customer base.    In addition to our project-based customized ERP products, we also are actively expanding our offerings to include subscription-based SaaS ERP to complement our current service portfolio and will allow us to target a broader customer base through a recurring revenue model.

•        Attract, train, incentivize and retain talented professionals.    We believe our success greatly depends on our ability to attract, train, incentivize and retain talented professionals. We will continue to build our professional talent pool through our TCP and TDP to ensure we can attract and retain professionals who have in-depth knowledge and understanding of the technologies we deploy and the industries in which we operate. We are discussing with local universities in Singapore to co-develop projects and engage talent internship with us. We will also sponsor competitions in the IT industry in Southeast Asia to promote our reputation among the young talents. We will also work with tertiary institutions to develop on campus hiring, bursary and scholarship programs;

•        Drive efficiencies through ongoing improvements in operational excellence.    We strive to gain significant operating efficiencies by leveraging historical and ongoing investments in infrastructure, research and development, and human capital. On an integrated approach level, we will institute certifications across all our process flow via ISO certification, and BizSafe certification, all of which help us build a structured workflow for our operation. We will continue to invest in our in-house tools to enhance our efficiencies in operations; and

•        Capture new growth opportunities through strategic alliances and acquisitions.    We will continue to pursue selective alliances and acquisitions in order to enhance our industry-specific technology and service delivery capabilities by building up acquisitions, collaborations and integrating targeted companies. We will continue to identify and assess opportunities to enhance our abilities to better serve our clients. We will focus on enhancing our technology capabilities, deepening our penetration into key clients, expanding our portfolio of service offerings and expanding our operations geographically in Southeast Asia.

Our Competitive Strengths

The market for IT services is highly competitive and we expect competition to intensify. In Singapore, our major competitors in the system integrator space include ST Engineering and NCS which are both more established and larger than us.

However, we believe the following key strengths differentiate us from our competitors and will continue to contribute to our growth and success:

•        Our scalable technology.    Our core algorithms, modules and plugins, which select and analyze operational data captured, are highly scalable across industries with minimal production cost. We customize the software solutions which contain our core algorithms, modules and plugins in accordance with the specific needs of each client. This cost-saving approach will help us to achieve higher operating margins as we increase the number of our clients;

•        Our deep domain knowledge and specialization in selected industry verticals.    We have deep domain knowledge and expertise in industry verticals including airports and cruise terminals. We leverage footprint and network of highly-talented IT professionals to provide comprehensive capabilities in software development services and consulting services. We believe that our robust emerging technology capabilities and solid track record of execution enable us to drive digital transformation for our clients; and

•        Our comprehensive offering.    We provide comprehensive service offerings including the DevOps IT solutions, sale of peripheral hardware, and consulting and technical support services as well as other services. As a result, we are able to generate revenue from a wide range of clientele.

Our Services and Products

Software development and customization services and product sales

We develop customized software based on clients’ specific needs. Before we are engaged, we provide consultation to the clients to understand their needs and requirements and provide a preliminary proposal to address their needs. Once the proposals are accepted by our clients, we then design, develop, test and install the software for clients. The contract is typically project-based with a fixed price. Our form of software development service agreement will provide the scope of work and development timeline for each client’s project, as well as the milestones for payment. The duration of the development period is relatively short, usually less than one year.

We generally do not provide any post contract support or upgrade. However, to increase our competitiveness, we start to provide complementary support services for 12 months following completion of the project starting on September 1, 2025. The clients can request for ongoing maintenance, feature upgrade and system scaling at additional fees.

We offer project management in connection with our software products. Our project management services include consultation, design, development, and testing. We also sell equipment and related accessories to clients who acquired our customized software. Before the installation of the equipment, we deliver the equipment or instruct the supplier to deliver the hardware to the clients.

In addition, we are developing SaaS ERP products based on the core technologies and domain expertise we have accumulated from serving our clients over the years. The SaaS ERP products will have subscription-based pricing and shorter sales cycles. Currently, we are doing a pilot launch of the SaaS ERP products and expect to officially launch them in the first fiscal quarter of the fiscal year 2026. We believe the addition of the SaaS ERP products will complement our current project-based customized ERP products and allow us to reach a broader customer base through a recurring revenue model.

Consulting and technical support services

We provide training to the client’s personnel and technical support services to clients according to fixed-fee contracts in connection with software development with the client who acquired customized software from us. Usually the term of the contract is one year. We also provide stand-alone IT consulting services based on our expertise in these industry segments to some clients.

For the six months ended December 31, 2024 and the year ended June 30, 2024, our revenues were all generated from software development services. For the year ended June 30, 2023, we derived revenues from three sources: (1) software development services, (2) consulting and technical support services, and (3) product sales. For the year ended June 30, 2022, we derived revenues from two sources: (1) software development services, and (2) consulting and technical support services.

Clients

Our clients include large corporations, SMEs and government agencies based in Southeast Asia. By serving both large corporations and small to medium enterprises, we are more aware of the issues faced during the different stages of company growth and better positioned to address a wide range of concerns.

Suppliers

Our suppliers generally can be divided into two categories: software development service providers and hardware suppliers.

To manage operational costs, since June 2024, we have outsourced a portion of our software development activities to third-party service providers, particularly following a recent shareholder restructuring that involved downsizing our in-house development team. While outsourcing remains a cost-efficient solution, we are committed to gradually rebuilding and investing in our internal development capabilities to support long-term growth and development. We typically enter into service agreements that are project based and with a fixed price. The agreements outline the scope of work, delivery schedules, payment terms, warranty and support, and the ownership of intellectual property developed under the agreements. These services are primarily provided in connection with the development of customized software solutions for our clients. The duration of the development period is relatively short, usually less than one year. Our service suppliers were not required to provide any post contract support or upgrade.

For hardware procurement, we do not generally enter into long-term agreements. Instead, we purchase the hardware from suppliers through individual purchase orders on an as-needed basis. These purchase orders set forth the product specifications, pricing, and delivery terms, but do not impose continuing obligations on the parties beyond each transaction.

Sales and Marketing

Generally, our customized software is sold to the clients, who may be project owners or the general contractors, via bidding. We provide a proposal to the project owners or the general contractors who then will decide whether to select us based on the quality and price of our proposal. We follow local government bidding announcements and participate in public bidding. Upon winning a contract through bidding, we enter into contracts with the project owner according to the corresponding bidding process. In some cases, we are also approached and engaged by the general contractors who win the bid and we, as subcontractors, assist the general contractor to develop and deliver the final products.

Currently, we have a cost-efficient referral system to market our services and solutions. Given the deep domain knowledge in each industry segment we serve, we are able to impress the clients and as such many of our clients are willing to introduce us to their industry peers. We intend to expand our business development team by hiring members with backgrounds or network specific to the industry in which our potential clients operate and thus may market our services and products to a more targeted audience. We plan to hire sales consultants in Malaysia in the future.

Research and Development

R&D is an integral part of our continued growth. In order to serve our clients’ needs better, we focus on exploring and studying emerging technologies and how to best integrate them into our existing and new solutions.

Currently, we are utilizing emerging technologies and tools to enhance our project delivery capability and efficiency. For instance, we applied the DevOps methodology and tools in our project delivery process and platform. This methodology has greatly enhanced development, operational efficiency and project quality. We are able to pinpoint the client’s issues and focus on capturing and analyzing data from clients quickly without having the need to set up expensive hardware leveraging on cloud native applications developed by us. The DevOps methodology has greatly improved our project delivery timeline and client satisfaction and the client is able to now walk through his data with

REGULATIONS

We currently operate our business in Singapore and Indonesia and plan to expand our business into other Southeast Asia countries. This section summarizes the principal laws related to our business and operations.

Singapore

The PDPA generally requires organizations to give notice and obtain consents prior to collection, use or disclosure of personal data (being data, whether true or not, about an individual who can be identified from that data or from that data and other information to which organizations have or are likely to have access), and to provide individuals with the right to access and correct (any error or omission in) their own personal data. Organizations have mandatory obligations to assess if the data breaches they suffer are notifiable data breaches, and are required to notify the PDPC and the affected individuals where the data breach is of a certain severity (where the data breach results in, or is likely to result in significant harm to the affected individual, and/or is, or is likely to be of significant scale). The PDPA also imposes various baseline obligations on organizations in connection with permitted uses of, accountability for, the protection of, the retention of, and overseas transfers of, personal data. In addition, the PDPA requires organizations to check “Do-Not-Call” registries prior to sending marketing messages (whether in sound, text, visual or other forms) addressed to Singapore telephone numbers (or other telephone numbers as may be prescribed), through voice calls, fax, text messages or other means.

The PDPA creates various offenses in connection with the improper use and/or disclosure of personal data, certain methods of collecting personal data and certain failures to comply with the requirements under the PDPA. These offences may be applicable to organizations, their officers and/or their employees. Offenders are liable on conviction to fines and/or imprisonment. The PDPA also creates a right of private action, pursuant to which the Singapore courts may, upon such persons’ application, grant damages, injunctions, declarations and such other relief the courts deem fit to persons who suffer loss or damages directly as a result of contraventions of certain requirements under the PDPA.

The PDPA was last amended by the Personal Data Protection (Amendment) Act 2020 (the “Amendment Act”), which is only partially in force as of the date of this prospectus. Since October 1, 2022, the maximum financial penalty for the breaches of PDPA have been increased. The financial penalty cap which may be imposed on organizations for breaches under the PDPA has increased from the previously fixed SGD1 million, to 10% of the organization’s annual turnover in Singapore for organizations with annual local turnover exceeding SGD10 million, whichever is higher. As of the date of this prospectus, key portions of the Amendment Act which are not yet in force include a requirement for organizations to transfer personal data of an individual (that is held in electronic form) to a different organization where requested by the individual (generally referred to as “data portability”).

The Employment of Foreign Manpower Act 1990 provides that no person shall employ a foreign employee unless the foreign employee has a valid work pass. Work passes are issued by the Controller of Work Passes.

The Employment Act 1968 (the “Singapore EA”) prescribes certain minimum conditions of service that employers are required to provide to their employees, including (i) minimum days of statutory annual and sick leave; (ii) paid public holidays; (iii) statutory protection against wrongful dismissal; (iv) provision of key employment terms in writing; and (v) statutory maternity leave and childcare leave benefits. In addition, certain statutory protections relating to overtime and hours of work are prescribed under the Singapore EA, but only apply to limited categories of employees, such as (i) non-workman employee (other than a workman or a person employed in a managerial or an executive position) who receives a basic salary of up to SGD2,600 a month (excluding any other payment, supplement or allowance however described); and (ii) a workman employee (whose work involves mainly manual labour) who receives a basic salary of up to S$4,500 a month.

Other employment-related benefits which are prescribed by law include (i) contributions to be made by an employer to the Central Provident Fund, under the Central Provident Fund Act 1953 in respect of each employee who is a citizen or permanent resident of Singapore; (ii) the provision of statutory maternity, paternity, childcare and adoption leave benefits (in each case subject to the fulfilment of certain eligibility criteria) under the Child Development Co-Savings Act 2001; (iii) statutory protections against dismissal on the grounds of age, and statutory requirements to offer re-employment to an employee who attains the prescribed minimum retirement age, under the Retirement and Re-employment Act 1993; and (iv) statutory requirements relating to work injury compensation, and workplace safety and health, under the Work Injury Compensation Act 2019 and the Workplace Safety and Health Act 2006, respectively.

British Virgin Islands

Regulations related to the British Virgin Islands Data Protection Act, 2021

The Data Protection Act, 2021 (the “BVI DPA”) came into force in the British Virgin Islands on 9 July 2021. The BVI DPA establishes a framework of rights and duties designed to safeguard individuals’ personal data, balanced against the need of public authorities, businesses and organizations to collect and use personal data for lawful purposes. The BVI DPA is centered around seven data protection principles (the General Principle, the Notice and Choice Principle, the Disclosure Principle, the Security Principle, the Retention Principle, the Data Protection Principle and the Access Principle) which require that:

•        personal data must not be processed without consent unless specific conditions are met and must not be transferred outside the British Virgin Islands, unless there is proof of adequate data protection safeguards or consent from the data subject;

•        Where consent has been given to processing of personal data, the data subject may at any time withdraw his or her consent;

•        a data controller must inform a data subject of specific matters, for instance the purposes for which it is being collected and further processed;

•        personal data must not be disclosed for any purpose other than the purpose for which it was to be disclosed at the time of collection or a purpose directly related thereto or to any party other than a third party of a class previously notified to the data subject;

•        a data controller shall, when processing personal data, take practical steps to protect personal data from loss, misuse, modification, unauthorized or accidental access or disclosure, alteration or destruction;

•        personal data must not be kept for longer than is necessary for the purpose;

•        personal data must be accurate, complete, not misleading and kept up to date; and

•        a data subject must be given access to his or her own personal data and be able to correct that data where it is inaccurate, incomplete, misleading or not up to date, except where a request for such access or correction is refused under the BVI DPA.

The BVI DPA imposes specific obligations on data controllers, including the duty to (i) apply the data protection principles; and (ii) respond in a timely fashion to requests from data subjects in relation to their personal data.

The Information Commissioner is the regulator responsible for the proper functioning and enforcement of the BVI DPA. Offences under the BVI DPA include,

•        processing sensitive personal data in contravention of the BVI DPA;

•        willfully obstructing the Information Commissioner or an authorized officer in the conduct of his or her duties and functions;

•        willfully disclosing personal information in contravention of the BVI DPA; and

•        collecting, storing or disposing of personal information in a manner that contravenes the BVI DPA. Offences committed under the BVI DPA may result in fines (up to US$500,000 in certain cases) or imprisonment. Further, a data subject who suffers damage or distress as a result of their data being processed in contravention of the DPA may institute civil proceedings in the British Virgin Islands courts.

There is no minimum statutorily prescribed wage in Singapore. Singapore employment law also does not prescribe any mandatory annual wage supplement, bonus payments or severance payments to be provided by an employer to its employees. Any such payment to be made to an employee (including as to frequency and amount) is at the discretion of the employer. An employer and its employee are generally free to agree on a notice period for termination of employment. If the employment contract does not provide for a notice period, the employer must adhere to the minimum notice periods stipulated in the Singapore EA. The Singapore EA confers a statutory right on either party to terminate the employment relationship immediately without waiting for the expiry of the notice period by paying salary in lieu of notice.

Indonesia

Data Privacy

Minister of Communication and Informatics’ (“MOCI”) Regulation No. 20 of 2016 regarding Personal Data Protection in Electronic Systems, dated November 7, 2016 (“MOCI Reg. 20/2016”), imposes certain requirements on electronic system providers to ensure the proper processing of personal data. As PT Grab Teknologi Indonesia and PT Kudo Teknologi Indonesia collects personal data of customers, partners and other third parties, these entities are also subject to MOCI Reg. 20/2016. These obligations include obtaining proper prior consent from the data subject before personal data is collected, processed, shared, accessed, disclosed, transferred or erased. In case of non-compliance with the foregoing obligations, MOCI may impose administrative sanctions, i.e., verbal warning, written warning, temporary suspension of business activities and/or announcement of noncompliance in the MOCI’s online website.

Under Government Regulation No. 71 of 2019 regarding the Organization of Electronic Systems and Transactions, dated October 10, 2019 (“GR 71/2019”), electronic system providers are required to notify the personal data owner of any breach involving such owner’s personal data. Failure to comply with the notification obligation under GR 71/2019 may subject the relevant electronic system provider to administrative sanctions in the form of written warnings, fines, temporary suspension of parts of or the entire components or services of an Electronic System, termination of access (such as access blocking, account closure, and/or content removal), and/or removal from the list of registered electronic system providers.

Regulations on Competition

Business competition and monopolistic practices in Indonesia are generally regulated under Law No. 5 of 1999 regarding Prohibition of Monopolistic Practices and Unfair Competition, dated March 5, 1999, as amended by the Omnibus Law (the “Competition Law as amended”). Pursuant to the Competition Law as amended, business actors in Indonesia are prohibited from, among other things, (i) entering into anti-competitive agreements or engaging in conduct that results in oligopoly and/or oligopsony, price-fixing and resale price maintenance, market allocations, boycotts, vertical integration or closed agreements; (ii) engaging in actions such as monopoly, monopsony or market control; and (iii) abusing dominant positions. There are two types of standards of proof recognized under the Competition Law, depending on the provision thereof, namely the “rule of reason” and “illegal per se.” The “rule of reason” requires the assessment of the anti-competitive effects of the business activity, while “illegal per se” provides that a violation exists insofar as all elements provided under the Competition Law are met.

The Business Competition Supervisory Commission (Komisi Pengawas Persaingan Usaha (“KPPU”)) has the authority to supervise the implementation of the Competition Law. The KPPU is an independent institution that reports to the President of the Republic of Indonesia. Further, transactions that meet certain thresholds set forth in the Competition Law and KPPU regulations must be reported post factum to the KPPU within 30 business days of the date the transaction is legally effective. The KPPU has the authority to substantively review whether the transaction is in violation of the Competition Law, which may then be subjected to certain structural and/or behavioral remedies.

Pursuant to the Competition Law, and as further elaborated by Government Regulation No. 44 of 2021 regarding Implementation of Prohibition of Monopolistic Practices and Unfair Competition, dated February 2, 2021, non-compliance with the Competition Law could subject the offending party to administrative sanctions imposed by the KPPU. These administrative sanctions are annulment of the relevant agreement, order of cessation of the prohibited action, unwinding of the relevant transaction, payment of compensation, and administrative fine. The administrative fine is a minimum of IDR1 billion (approximately $69,000) and a maximum of (i) 50% of the net profit received by the perpetrator in the relevant market during the period in which the non-compliance persists, (ii) 10% of the total sales in the relevant market during the period in which the non-compliance persists or (iii) IDR25 billion (approximately $1.7 million), which applies only for failure to report a notifiable transaction to the KPPU in a timely manner.

Malaysia

Regulation on Data Protection

Personal Data Protection Act 2010 of Malaysia (“Malaysia PDPA”)

The Malaysia PDPA governs the processing of personal data in commercial transactions in Malaysia to protect personal data of common interest and to ensure information security, network reliability and integrity and is enforced by the Personal Data Protection Commissioner.

The Malaysia PDPA enunciates 7 fundamental principles of data protection (the General Principle, the Notice and Choice Principle, the Disclosure Principle, the Security Principle, the Retention Principle, the Data Integrity Principle and the Access Principle) which data users are required to adhere to during the processing of personal data within Malaysia. The overarching principle in the Malaysia PDPA (as expounded under the General Principle) provides that a data user is prohibited from processing a data subject’s personal data without his/her consent, unless such processing is necessary for, among others, the performance of a contract to which the data subject is the party. Such principles are applicable to persons (i.e. data users) who engage in the processing of personal data, whether independently or jointly with others, and possess the authority to control or authorize the said processing (with the exception of processors).

Non-compliance by a data user of any of the fundamental principles constitutes an offense under the Malaysia PDPA and in the event of conviction, the data user is liable to a fine not exceeding RM300,000 (approximately $65,000) or imprisonment for a term not exceeding two (2) years or both. Non-compliance of other provisions of the Malaysian PDPA may also lead to other financial penalties, imprisonment terms or both. The Malaysian Personal Data Protection Commissioner also has broad powers to order the data user to comply with the provisions of the Malaysia PDPA.

Transferring of personal data to places outside Malaysia

A data user is prohibited from transferring any personal data of a data subject to a location outside of Malaysia, unless it falls under any of the exceptions outlined in Section 129(3) of the Malaysian PDPA, including where the data subject has provided his/her consent to the transfer.

Non-compliance with Section 129 of the Malaysia PDPA constitutes an offense. In the event of conviction, the data user may be subject to a fine not exceeding RM300,000 (approximately $65,000) or imprisonment for a period not exceeding two (2) years, or both.

General Code of Practice of Personal Data Protection (“Malaysia PDPA Code”)

The Malaysia PDPA Code sets out the best practices for a data user to assist the data user in meeting the requirements under the Malaysia PDPA when undertaking a commercial transaction.

Section 29 of the Malaysia PDPA provides that the Malaysia PDPA Code carries the force of law. Non-compliance of the Malaysia PDPA Code constitutes an offence and can lead up to a fine of up RM100,000 (approximately $22,000), imprisonment for a maximum term of 1 year, or both.

MANAGEMENT

Set forth below is information concerning our directors, executive officers and other key employees.

The following individuals are members of the Board and executive management of the Registrant.

____________

*        Each director nominee has indicated his/her assent to occupy such position upon the effectiveness of the registration statement of which this prospectus forms a part.

The following is a brief biography of each of our executive officers and directors.

Hao Feng Ng

Mr. Ng has served as a director and the Chairman of the Board of the Company since December 12, 2024. Mr. Ng was an IT manager of Hanson Motors Management Limited from 2021 to 2024, where he was responsible for the overall IT systems of the company including maintenance, sourcing software, and hardware solutions, along with negotiating terms and executing contracts with external vendors. Prior to that, Mr. Ng was a director at Black Wood Production from 2013 to 2024, where he was responsible for business development in marketing, advertising, and printing, including the identification and evaluation of business opportunities. Mr. Ng has acquired a professional vocation certificate in B.C.C in Computerized Pre-Pressed Techniques in 2001.

Ziyang Long

Mr. Long has served as the Chief Executive Officer (“CEO”) of the Company since December 2021 and became a director of our Company on December 12, 2024. From December 2021 to June 2022, Mr. Long also served as the interim Chief Financial Officer (“CFO”) of the Company. Mr. Long joined RP Singapore in September 2020 and has acted as the CEO of RP Singapore since then. He has extensive experiences in entrepreneur management, accounting, and financial reporting in different industries, including food and beverages, blockchain, and education technology. He has served as the finance manager of RP Singapore from September 2020 to present. Prior to that, he was the director and the owner of Accouncity Pte. Ltd., responsible for the operation and overseeing the outsourcing of the accounting and book-keeping business of such company. From 2018 to 2021, he served on the board of directors of FRV Solutions Pte. Ltd. Mr. Long obtained his bachelor’s degree of Science (Hon) in Accounting and Finance from London School of Economics and Political Science in 2013.

Chak Ming Wong

Mr. Wong was appointed as the Chief Financial Controller of our company on February 1, 2025. Mr. Wong is a member of the Hong Kong Institute of Certified Public Accountants. He has served as the finance manager at iDDY.AI since August 2016, leading the financial operation and risk management at this company. Prior to that, Mr. Wong worked at Sequoia Capital as the finance manager from May 2015 to August 2016, and at Wells Fargo Bank as finance manager from March 2012 to February 2015. He embarked on his professional journey as an auditor at KPMG Hong Kong, starting from February 2019 to January 2012. Mr. Wong’s career is distinguished by his adept skill in navigating the financial landscapes of diverse sectors, proving him to be a valuable leader in corporate finance. Mr. Wong earned his Bachelor of Business Administration with Honors in Accountancy from Hong Kong Polytechnic University in 2009. He also obtained his Master of Business Administration from the university of Hong Kong in 2016.

Jeffrey Stagg

Mr. Stagg will become an independent director of our company upon the effectiveness of the registration statement of which this prospectus forms a part. Mr. Stagg has more than 20 years of experience in IT and telecommunication. Currently, Mr. Stagg servers as the CEO and president of S&S Equipment Holdings, Inc., a company engaged in the equipment, offshore and onshore Oil & Gas business, industrial marine, and Petroleum trading fields. Prior to that, he was a sales director at Hydrasat LLC, a firm that specializes in helping clients optimize their IT from April 2012 to July 2020. Mr. Stagg earned his bachelor’s degree of Science in Electrical Engineering from University of Louisiana.

Siu Wan Lo

Ms. Lo will become an independent director of our Company upon the effectiveness of the registration statement of which this prospectus forms a part. Mr. Lo has vast experience in supervising dealings in securities, asset management and providing investment advice. Presently, Ms. Lo is a Responsible Officer at Sunhigh Financial Holdings Limited, I Win Securities Limited and I Win Asset Management Limited, where she is engaged in supervising and monitoring the dealings in securities, handling the subscription and redemption of assets and managing daily operations. Prior to that, Ms. Lo was an Responsible Officer (from August 2022 to March 2025) and Responsible Officer (from March 2019 to August 2022) at I Win Security Limited and Bluemount Securities Limited and Bluemount Asset Management Limited respectively, where she was responsible for supervising the dealings in securities, managing investment accounts, monitoring day-to-day trading activities, and offering investment advisory services. Ms. Lo was an Account Manager at Central Wealth Securities Investment Limited and Central Wealth Futures Limited from October 2016 to March 2019, where she was engaged in supervising investment accounts to ensure legal compliance, assisting the investigation of trading discrepancies and making margin calls. Ms. Lo obtained a Bachelor of Arts degree in Marketing and Public Relations from the Hong Kong Polytechnic University — School of Professional Education and Executive Development in 2012, and an associate degree in Marketing from the Hong Kong Polytechnic University — Hong Kong Community College in 2010.

Chun Yu Tso

Mr. Tso will become an independent director of our company upon the effectiveness of the registration statement of which this prospectus forms a part. Mr. Tso is a member of the Hong Kong Institute of Certified Public Accountants. He has acted as the finance manager of Hip Hing Loong Stage Engineering Co. Ltd since May 2016, overseeing the operation of the finance department. Prior to this, Mr. Tso worked as an auditor at KPMG Hong Kong for six years. He has extensive experience in financial accounting, auditing, taxation, company secretarial matter and corporate finance, especially in mergers, acquisitions and corporate restructuring. Mr. Tso earned his Bachelor of Business Administration with Honors in Accountancy from Hong Kong Polytechnic University in 2010.

Family Relationships

None of the directors or executive officers has a family relationship as defined in Item 401 of Regulation S-K.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past 10 years, been involved in any legal proceedings described in subparagraph (f) of Item 401 of Regulation S-K.

Board of Directors

Our board of directors consists of two directors as of the date of this prospectus, and will consist of five directors upon the effectiveness of the registration statement of which this prospectus forms a part.

Duties of Directors

Under British Virgin Islands law, our directors owe fiduciary duties both at common law and under statute, including a statutory duty to act honestly, in good faith and with a view to our best interests. When exercising powers or performing duties as a director, our directors also have a duty to exercise the care, diligence and skills that a reasonable director would exercise in comparable circumstances, taking into account without limitation the nature of the company, the nature of the decision and the position of the director and the nature of the responsibilities undertaken by him. In exercising the powers of a director, the directors must exercise their powers for a proper purpose and shall not act or agree to the company acting

in a manner that contravenes our memorandum and articles of association or the BVI Act. See “Description of Share Capital — Differences in Corporate Law” for additional information on our directors’ fiduciary duties under British Virgin Islands law. In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association. We have the right to seek damages if a duty owed by our directors is breached.

The functions and powers of our board of directors include, among others:

•        appointing officers and determining the term of office of the officers;

•        authorizing the payment of donations to religious, charitable, public, or other bodies, clubs, funds, or associations as deemed advisable;

•        exercising the borrowing powers of the company and mortgaging the property of the company;

•        executing checks, promissory notes, and other negotiable instruments on behalf of the company; and

•        maintaining or registering a register of mortgages, charges, or other encumbrances of the company.

Terms of Directors and Executive Officers

Each of our directors holds office until a successor has been duly elected and qualified unless the director was appointed by the board of directors, in which case such director holds office until the next following annual meeting of shareholders at which time such director is eligible for re-election. All of our executive officers are appointed by and serve at the discretion of our board of directors.

Qualification

There is currently no shareholding qualification for directors, although a shareholding qualification for directors may be fixed by our shareholders by ordinary resolution.

Executive Compensation

For the year ended June 30, 2024, the aggregate cash compensation accrued for the Company’s executive officers as a group was nil. The compensation to Mr. Ziyang Long for the period starting on July 1, 2023 is being deferred to be paid on the first month following the closing of this offering. The Company does not separately set aside any amounts for pensions, retirement or other benefits for our executive officers, other than pursuant to relevant statutory requirements.

Employment Agreements with Named Executive Officers

We will enter into employment agreements with each of our executive officers prior to the effective date of the registration statement of which this prospectus forms a part, the form which is filed as Exhibit 10.3 to the registration statement of which this prospectus forms a part.

On December 1, 2021, we entered into an employment agreement with Mr. Ziyang Long, who acts as our CEO. Pursuant to such agreement, he shall receive a monthly base salary of SGD 1,400, and is also eligible for bonus, benefits and reasonable expenses reimbursement. Under the employment agreement, Mr. Long works as our CEO and the term is annual basis, which automatically renews for additional one-year terms unless either party provides a written notice one (1) month prior to the termination date, or otherwise proposes to renegotiate the terms of the employment with the other party within three (3) months prior to the expiration of the applicable term. We can also terminate the employment for cause, at any time, without notice or remuneration, for certain acts of the executive officer, such as conviction or plea of guilty to a felony or grossly negligent or dishonest acts to our detriment, or misconduct or a failure to perform agreed duties.

Compensation of Directors

For the fiscal year ended June 30, 2024, we have not paid cash compensation to our directors for their services as directors of the Company. However, our subsidiary, RP Singapore, paid cash compensation of SGD 300,000 (approximately US$221,369.53) to its directors for their respective services rendered to the subsidiary.

We will enter into letter agreements with each of our directors prior to the effective date of the registration statement of which this prospectus forms a part, the form which is filed as Exhibit 10.4 to the registration statement. Under these agreements, we will agree to indemnify our directors against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director of our company.

Committees of the Board of Directors

Upon the effectiveness of the registration statement of which this prospectus forms a part, we will establish three committees under the board of directors: an audit committee, a compensation committee and a nominating and corporate governance committee. We will adopt a charter for each of the three committees. Each committee’s members and functions are described below.

Audit Committee.    Our audit committee will consist of Mr. Jeffrey Stagg, Ms. Siu Wan Lo, and Mr. Chun Yu Tso upon the effectiveness of the registration statement of which this prospectus forms a part. Mr. Chun Yu Tso will be the chairman of our audit committee. We have determined that Mr. Jeffrey Stagg, Ms. Siu Wan Lo, and Mr. Chun Yu Tso qualify as independent directors as defined in Section 5605(a)(2) of the Nasdaq Listing Rules and Rule 10A-3 under the Securities Exchange Act. Our board also has determined that Chun Yu Tso qualifies as an audit committee financial expert within the meaning of the SEC rules or possesses financial sophistication within the meaning of the rules of Nasdaq. The audit committee will oversee our accounting and financial reporting processes and the audits of the financial statements of our company. The audit committee will be responsible for, among other things:

•        appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors;

•        reviewing with the independent auditors any audit problems or difficulties and management’s response;

•        discussing the annual audited financial statements with management and the independent auditors;

•        reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures;

•        reviewing and approving all proposed related party transactions;

•        meeting separately and periodically with management and the independent auditors; and

•        monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.

Compensation Committee.    Our compensation committee will consist of Mr. Jeffrey Stagg, Ms. Siu Wan Lo, and Mr. Chun Yu Tso upon the effectiveness of the registration statement of which this prospectus forms a part. Mr. Jeffrey Stagg will be the chairman of our compensation committee. We have determined that Mr. Jeffrey Stagg, Ms. Siu Wan Lo, and Mr. Chun Yu Tso qualify as independent directors as defined in Section 5605(a)(2) of the Nasdaq Listing Rules and Rule 10A-3 under the Securities Exchange Act. The compensation committee will assist the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated. The compensation committee will be responsible for, among other things:

•        reviewing and recommending to the board with respect to the total compensation package for our most senior executive officers;

•        approving and overseeing the total compensation package for our executives other than the most senior executive officers;

•        reviewing and recommending to the board with respect to the compensation of our directors;

•        reviewing periodically and approving any long-term incentive compensation or equity plans;

•        selecting compensation consultants, legal counsel or other advisors after taking into consideration all factors relevant to that person’s independence from management; and

•        reviewing programs or similar arrangements, annual bonuses, and employee pension and welfare benefit plans.

Nominating and Corporate Governance Committee.    Our nominating and corporate governance committee consists of Mr. Jeffrey Stagg, Ms. Siu Wan Lo, and Mr. Chun Yu Tso upon the effectiveness of the registration statement of which this prospectus forms a part. Ms. Siu Wan Lo will be the chairperson of our nominating and corporate governance committee. Mr. Jeffrey Stagg, Ms. Siu Wan Lo, and Mr. Chun Yu Tso qualify as independent directors as

PRINCIPAL SHAREHOLDERS

The following table sets forth information with respect to the beneficial ownership, within the meaning of Rule 13d-3 under the Exchange Act, of our ordinary shares as of the date of this prospectus, and as adjusted to reflect the sale of the Class A Ordinary Shares offered in this offering for

•        each of our director, director nominees and executive officers who beneficially own our ordinary shares; and

•        each person known to us to own beneficially more than 5% of our Class A Ordinary Shares or Class B Ordinary Shares.

Beneficial ownership includes voting or investment power with respect to the securities. Except as indicated below, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all ordinary shares shown as beneficially owned by them. For the purpose of voting power, each Class A Ordinary Share entitles the holder to one vote and each Class B Ordinary Share entitles the holder to ten (10) votes on any matter or which action of the shareholders of our Company is sought. Holders of Class B Ordinary Shares will vote together with holders of Class A Ordinary Shares as one class. Percentage of beneficial ownership of each listed person prior to this offering is based on 16,000,000 Class A Ordinary Shares and 100,000 Class B Ordinary Shares outstanding as of the date of this prospectus. Percentage of beneficial ownership of each listed person after this offering is based on [•] Class A Ordinary Shares and 100,000 Class B Ordinary Shares outstanding immediately after the completion of this offering.

Information with respect to beneficial ownership has been furnished by each director, officer, or beneficial owner of 5% or more of our Class A Ordinary Shares or Class B Ordinary Shares. Beneficial ownership is determined in accordance with the rules of the SEC and generally requires that any such person have voting or investment power with respect to securities. In computing the number of ordinary shares beneficially owned by a person listed below and the percentage ownership of such person, ordinary shares underlying options, warrants, or convertible securities held by each such person that are exercisable or convertible within 60 days of the date of this prospectus are deemed outstanding, but are not deemed outstanding for computing the percentage ownership of any other person.

____________

*        Unless otherwise indicated, the business address of each of the individuals is #04-09 Techplace II, 5008 Ang Mo Kio Ave 5, Singapore 569874.

(1)      True Sage is a British Virgin Islands business company wholly owned by Mr. Hao Feng Ng, our Chairman. Its registered address is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. Its business address is Flat B, 2/F., Block 3 Provident Centre, 25 Wharf Road, North Point, Hong Kong. It holds 10,320,967 Class A Ordinary Shares and 100,000 Class B Ordinary Shares as of the date of this prospectus. Each Class B Ordinary Share is entitled to ten (10) votes on any matter on which action of the shareholders of the Company is sought.

(2)      True Sage will sell 207,700 Class A Ordinary Shares through the Underwriter pursuant to this prospectus.

(3)      These shares are held by Breydales Limited, a British Virgin Islands business company 100% owned by its sole shareholder, Ching Shyang Koh. Its registered address is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG 1110, British Virgin Islands.

SELLING SHAREHOLDERS

The following table sets forth the name of the Selling Shareholders, the number of Class A Ordinary Shares owned by them immediately prior to the date of this prospectus and the number of Class A Ordinary Shares to be offered by them pursuant to this prospectus. The table also provides information regarding the beneficial ownership of our Class A Ordinary Shares by the Selling Shareholders as adjusted to reflect the assumed sale of all of the shares offered under this prospectus.

Percentage of beneficial ownership before this offering is based on 16,000,000 Class A Ordinary Shares outstanding as of the date of this prospectus. Beneficial ownership is based on information furnished by the Selling Shareholders. Unless otherwise indicated and subject to community property laws where applicable, the Selling Shareholders named in the following table have, to our knowledge, sole voting and investment power with respect to the shares beneficially owned by them. Except as disclosed in the footnotes below, none of the Selling Shareholders or any natural person that controls any of the Selling Shareholders, have had a material relationship with the Company or any of its predecessors or affiliates within the past three years.

The Selling Shareholders are not a broker dealer or an affiliate of a broker dealer. The Selling Shareholders are going to enter into an underwriting agreement with us and the Underwriter for the sale of an aggregate of 500,000 Class A Ordinary Shares. The table below assumes that the Selling Shareholders will sell all of the Class A Ordinary Shares offered for sale stated to be sold.

Based on 16,000,000 Class A Ordinary Shares issued and outstanding immediately prior to the offering and based on [•] Class A Ordinary Shares to be issued and outstanding immediately after the offering.

____________

(1)      True Sage is a British Virgin Islands business company wholly owned by Mr. Hao Feng Ng, our Chairman. Its business address is Flat B, 2/F., Block 3 Provident Centre, 25 Wharf Road, North Point, Hong Kong.

(2)      Sai Bin Loi was the major shareholder of our Company and our former Chairman. His address is 53 Pipit Road, #06-92, Singapore.

(3)      Chun Yin Yu’s address is Flat A, 18/F, Block 22, Double Cove Starview Prime, 8 Wu Kai Sha Road, Double Cove Phase 3, Ma On Shan, New Territories, Hong Kong.

(4)      Wai Shan Frances Waung’s address is 5-119 Kadooria, 111-133 Kadoorie Avenue, Ho Man Tin, Kowloon, Hong Kong.

(5)      Hon Kei Yeung’s address is Flat F, 31/F, Block 3, New Haven, Tsuen Wan, New Territories, Hong Kong.

RELATED PARTY TRANSACTIONS

Material Transactions with Related Parties

The relationship and the nature of related party transactions as of the date of this prospectus, as of December 31 2024, and for the three years ended June 30, 2024, 2023, and 2022 are summarized as follows:

a.    Short-term and long-term deposits to a related party

The Company entered into a service agreement with Ad Navitas. Ad Navitas agreed to assist the Company to provide software development projects. Per terms set forth in the agreement, the Company agreed and has maintained a minimum security amount of SGD 1,000,000 as a long-term deposit to Ad Navitas since February 11, 2019. As of the date of this prospectus, December 31, 2024, June 30, 2024, 2023 and 2022, long-term deposits to related party was SGD 920,000, SGD 920,000 (USD 673,401), SGD 920,000 SGD 1,000,000 and SGD 1,000,000 respectively.

b. Deposit paid to a related party for acquisition of subsidiary

On December 1, 2020, RP Singapore entered into an acquisition agreement with Consap, to acquire the 100% equity interest in Consap, a limited company incorporated in Singapore, for total cash consideration of USD 2,400,000 (equivalent to SGD 3,216,960).

A deposit of USD 1,400,000 (equivalent to SGD 1,856,171) was paid to Consap on June 30, 2021. The remaining consideration of USD 1,000,000 was paid by RP Singapore to Consap on December 31, 2022, if certain conditions were met. Pursuant to the acquisition agreement, in case the aforesaid acquisition is not completed, the deposits was fully refundable to RP Singapore. This agreement has been superseded by a new addendum mentioned below.

The acquisition had not been completed and the remaining consideration of USD 1,000,000 was not paid by RP Singapore to Consap on December 31, 2022. The completion is contingent and subject to certain conditions, including target sales performance, set out in the acquisition agreement. The acquisition was conditional upon Consap entering into one or more definitive sales agreements, with clients approved by RP Singapore, for total contracts value of not less than USD 2,000,000 on or before November 30, 2022.

On March 31, 2024, an addendum to the acquisition agreement was signed. Pursuant to the addendum, Consap should enter into one or more definitive sales agreements with client approved by RP Singapore, for a total contract value of not less than USD2,000,000 on or before November 30, 2025. The expected completion date will be within 30 days from the date of fulfilment of the condition precedents or March 31, 2026, whichever is earlier, the remaining of consideration of USD 1,000,000 will be paid by RP Singapore to Consap on the completion date. In the event that Consap fails to secure enough sales agreement for a total contracts value of at least USD 2,000,000, Consap shall return USD 1,400,000 to RP Singapore within seven days from December 31, 2025. As of date of this prospectus, December 31, 2024, June 30, 2024, 2023 and 2022, deposit paid to a related party for acquisition of subsidiary amounted to SGD 1,856,171, SGD 1,856,171 (USD1,358,638), SGD 1,856,171 SGD 1,856,171, and SGD 1,856,171, respectively.

c. Loans from related parties

The Company borrowed SGD 59,042 from Mr. Sai Bin Loi on June 11, 2021 for operational purposes. This loan was interest-free and with no collateral. The amount was settled in cash on November 30, 2021.

On June 15, 2022, the Company had unsecured loan with annual interest of 6% from Republic SC Pte Ltd., which is co-owned by the Company’s former shareholder and sole director, Mr. Sai Bin Loi, and his daughter, amounted to SGD 65,000 as of June 30, 2022. This loan was fully paid in October 2022.

On October 10, 2022, the Company had another unsecured loan with annual interest of 6% from Republic SC Pte Ltd, amounted to SGD 50,000. This loan was fully paid in January 2023.

As of date of this prospectus, June 30, 2024, 2023 and 2022, the loans from related parties amounted to nil, nil, nil and SGD 65,000, respectively.

d. Service agreements with related parties

Company’s Vendors

The Company has entered into a service agreement with Mr. Wee Chong Loi, who agreed to provide IT advisory services to assist in the Company’s software development projects, with a term from April 1, 2020 to December 31, 2021. For the six month ended December 31, 2024, and for the years ended June 30, 2024, 2023 and 2022, the Company paid service fee of nil, nil, nil and SGD 48,021 to Mr. Wee Chong Loi, respectively.

Company’s Clients

Since July 1, 2020, the Company had entered into multiple service agreements with Consap to assist Consap in several software development projects. As of the date of this prospectus, the Company has received an aggregate of SGD 220,000 from Consap for the services the Company provided. For the years ended June 30, 2024, 2023 and 2022, Consap paid to the Company in consideration of nil, nil and SGD 130,000 respectively.

On December 6, 2022, the Company entered into a service agreement with Republic SC Pte Ltd., to provide consulting services to Republic SC Pte Ltd. for a software development project. For the year ended June 30, 2023, the project was completed and Republic SC Pte Ltd. paid to the Company in consideration SGD 5,500. For the six month ended December 31, 2024 and the years ended June 30, 2024, 2023 and 2022, Republic SC Pte Ltd. paid to the Company in consideration of nil, nil, SGD 5,500 and nil respectively.

Employment Agreements

See “Management — Employment Agreements with Named Executive Officers.”

DESCRIPTION OF SHARE CAPITAL

We are a British Virgin Islands business company with limited liability and our affairs are governed by our Memorandum and Articles of Association, the BVI Act, the common law of the British Virgin Islands, our corporate government documents and the rules and regulations of the stock exchange on which our Class A Ordinary Shares (after the completion of this Offering, our Class A Ordinary Shares) are traded.

As of the date of this prospectus, we are authorized to issue an unlimited number of shares with a par value of US$0.000625 each comprising of (a) an unlimited number of Class A Shares with a par value of US$0.000625 each, and (b) 50,000,000 Class B Ordinary Shares with a par value of US$0.000625 each. As of the date of this prospectus, 16,000,000 Class A Ordinary Shares and 100,000 Class B Ordinary Shares are issued and outstanding.

Immediately prior to the completion of this offering, we have 16,000,000 Class A Ordinary Shares and 100,000 Class B Ordinary Shares issued and outstanding. All of our shares issued and outstanding prior to the completion of the offering are and will be fully paid, and all of our shares to be issued in the offering will be issued as fully paid.

Ordinary Shares

All of our issued and outstanding Class A Ordinary Shares are fully paid and non-assessable. Certificates evidencing the shares are issued in registered form. There are no limitations imposed by our memorandum and articles of association on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there are no provisions in our memorandum and articles of association governing the ownership threshold above which shareholder ownership must be disclosed. Under the BVI Act, the Class A Ordinary Shares are deemed to be issued when the name of the shareholder is entered in our register of members. If (a) information that is required to be entered in the register of members is omitted from the register or is inaccurately entered in the register, or (b) there is unreasonable delay in entering information in the register, a shareholder of the company, or any person who is aggrieved by the omission, inaccuracy or delay, may apply to the British Virgin Islands Courts for an order that the register be rectified, and the court may either refuse the application or order the rectification of the register, and may direct the company to pay all costs of the application and any damages the applicant may have sustained.

Our Company is authorized to issue unlimited ordinary shares, par value US$0.000625 per share. Subject to the provisions of the BVI Act and our articles regarding redemption and purchase of the shares, the directors have general and unconditional authority to allot (with or without confirming rights of renunciation), grant options over or otherwise deal with any unissued shares to such persons, at such times and on such terms and conditions as they may decide. Such authority could be exercised by the directors to allot shares which carry rights and privileges that are preferential to the rights attaching to Class A Ordinary Shares. No share may be issued at a discount except in accordance with the provisions of the BVI Act. The directors may refuse to accept any application for shares and may accept any application in whole or in part, for any reason or for no reason.

Share Rights.

Our Class A Ordinary Shares and Class B Ordinary Shares rank pari passu with one another other than as set out below:

(a)     As regards conversion, a holder of Class B Ordinary Shares shall have the conversion right in respect of each Class B Ordinary Share. For the avoidance of doubt, a holder of Class A Ordinary Shares shall have no rights to convert Class A Ordinary Shares into Class B Ordinary Shares under any circumstances. Each Class B Ordinary Share shall be converted at the option of the holder, at any time after issue and without the payment of any additional sum, into one fully paid Class A Ordinary Share.

(b)    As regards voting rights holders of Class A Ordinary Shares and Class B Ordinary Shares have the right to receive notice of, attend, speak and vote at general meetings of the Company. Holders of Class A Ordinary Shares and Class B Ordinary Shares shall, at all times (other than in respect of separate general meetings of the holders of a class or series of shares held in accordance with the Articles), vote together as one class on all matters submitted to a vote for members’ consent. Each Class A Ordinary Share shall be entitled to one (1) vote on all matters subject to the vote at general meetings of the Company, and each Class B Ordinary Share shall be entitled to ten (10) votes on all matters subject to the vote at general meetings of the Company.

(c)     As regards transfer upon any sale, transfer, assignment or disposition of Class B Ordinary Shares by a holder thereof to any person or entity which is not an Affiliate of such holder (as defined in the articles of association), such Class B Ordinary Shares validly transferred to the new holder shall be automatically and immediately converted into an equal number of Class A Ordinary Shares.

(d)    As regards dividends each Class A Ordinary Share be entitled to such dividends as the Board may from time to time declare. Each Class B Ordinary Share shall not be entitled to any dividends or distributions be entitled to such dividends as the Board may from time to time declare.

(e)     In the event of a winding up or dissolution of the Company, whether voluntary or involuntary or for the purpose of a reorganization or otherwise or upon any distribution of capital, the Class A Ordinary Shares and the Class B Ordinary Shares shall be entitled to the surplus assets of the Company on a pari passu basis.

We have applied to list the Class A Ordinary Shares on Nasdaq under the symbol “RPGL.”

Transfer Agent and Registrar

The transfer agent and registrar for the Class A Ordinary Shares is Transhare Corporation with offices located at Bayside Center 1, 17755 North US Highway 19, Suite No. 140, Clearwater, FL 33764.

Dividends

Shareholders holding Class A Ordinary Shares in the Company are entitled to receive such dividends as may be declared by our board of directors subject to the BVI Act and our memorandum and articles of association. Class B Ordinary Shares shall not be entitled to any dividends or distributions be entitled to such dividends as the Board may from time to time declare.

Voting Rights

Subject to any rights or restrictions as to voting attached to any shares, unless any share carries special voting rights. On a poll, every shareholder who is present in person and every person representing a shareholder by proxy shall have one vote for each share of which he or the person represented by proxy is the holder. In addition, all shareholders holding shares of a particular class are entitled to vote at a meeting of the holders of that class of shares. Votes may be given either personally or by proxy.

Calls on Shares and Forfeiture

Subject to the terms of allotment, the directors may make calls on the shareholders in respect of any monies unpaid on their shares including any premium and each shareholder shall (subject to receiving at least 14 clear days’ notice specifying when and where payment is to be made), pay to us the amount called on his shares. Shareholders registered as the joint holders of a share shall be jointly and severally liable to pay all calls in respect of the share. If a call remains unpaid after it has become due and payable the person from whom it is due and payable shall pay interest on the amount unpaid from the day it became due and payable until it is paid at the rate fixed by the terms of allotment of the share or in the notice of the call or if no rate is fixed, at the rate of ten percent per annum. The directors may waive payment of the interest wholly or in part.

We have a first and paramount lien on all shares (whether fully paid up or not) registered in the name of a shareholder (whether solely or jointly with others). The lien is for all monies payable to us by the shareholder or the shareholder’s estate:

(a)     either alone or jointly with any other person, whether or not that other person is a shareholder; and

(b)    whether or not those monies are presently payable.

At any time, the directors may declare any share to be wholly or partly exempt from the lien on shares provisions of the articles.

We may sell in such manner as the directors may determine, any share on which the sum in respect of which the lien exists is presently payable, if due notice that such sum is payable has been given (as prescribed by the articles) and, within 14 days of the date on which the notice is deemed to be given under the articles, such notice has not been complied with.

Variation of Rights of Shares

Subject to the BVI Act, all or any of the special rights for the time being attached to the shares or any class of shares may, unless otherwise provided by the terms of issue of the shares of that class, be varied or modified with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class.

Unless the terms on which a class of shares was issued state otherwise, the rights conferred on the shareholder holding shares of any class shall not be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.

Redemption and Purchase of Own Shares

Subject to the provisions of the BVI Act, we may issue shares on terms that are subject to redemption, at our option or at the option of the holders, on such terms and in such manner as may be determined by our memorandum and articles of association and subject to any applicable requirements imposed from time to time by, the BVI Act, the SEC, or by any recognized stock exchange on which our securities are listed.

Inspection of Books and Records

Under the BVI Act, members of the general public, on payment of a nominal fee, can obtain copies of the public records of a company available at the office of the Registrar of Corporate Affairs which will include the company’s certificate of incorporation, its memorandum and articles of association (with any amendments) and records of license fees paid to date and will also disclose any articles of dissolution, articles of merger and a register of charges if the company has elected to file such a register.

General Meetings

Under our memorandum and articles of association, a copy of the notice of any meeting of shareholders shall be given not less than 7 days before the date of the proposed meeting to those persons whose names appear as shareholders in the register of members on the date of the notice and are entitled to vote at the meeting. Our board of directors shall call a meeting of shareholders upon the written request of shareholders holding at least 30% of our outstanding voting shares. In addition, our board of directors may call a meeting of shareholders on its own motion. A meeting of shareholders may be called on short notice if at least 90% of the shares entitled to vote on the matters to be considered at the meeting have agreed to short notice of the meeting, or if all members holding shares entitled to vote on all or any matters to be considered at the meeting have waived notice and presence at the meeting shall be deemed to constitute waiver for this purpose.

At any meeting of shareholders, a quorum will be present if there are shareholders present in person or by proxy representing not less than 50 percent of the shares entitled to vote on the resolutions to be considered at the meeting. Such quorum may be represented by only a single shareholder or proxy. If no quorum is present within two hours of the start time of the meeting, the meeting shall be dissolved if it was requested by shareholders. In any other case, the meeting shall be adjourned to the next business day, and if shareholders representing not less than one-third of the votes of the common shares or each class of shares entitled to vote on the matters to be considered at the meeting are present within one hour of the start time of the adjourned meeting, a quorum will be present. If not, the meeting will be dissolved. No business may be transacted at any meeting of shareholders unless a quorum is present at the commencement of business. If present, the chair of our board of directors shall be the chair presiding at any meeting of the shareholders. If the chair of our board is not present then the members present shall choose a shareholder to act to chair the meeting of the shareholders. If the shareholders are unable to choose a chairman for any reason, then the person representing the greatest number of voting shares present in present of by proxy shall preside as chairman, failing which the oldest individual member or member representative shall take the chair.

A corporation that is a shareholder shall be deemed for the purpose of our memorandum and articles of association to be present in person if represented by its duly authorized representative. This duly authorized representative shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were our individual shareholder.

Directors

There is nothing under British Virgin law which specifically prohibits or restricts the creation of cumulative voting rights for the election of our directors. Our memorandum and articles of association do not provide for cumulative voting for elections of directors.

Liquidation Rights

As permitted by the BVI Act and our memorandum and articles of association, we may be voluntarily liquidated under Part XII of the BVI Act by resolution of directors and resolution of shareholders if our assets exceed our liabilities and we are able to pay our debts as they fall due. We also may be wound up in circumstances where we are insolvent in accordance with the terms of the BVI Insolvency Act (Law Revision 2020).

If we wound up and the assets available for distribution among our shareholders are more than sufficient to repay all amounts paid to us on account of the issue of shares immediately prior to the winding up, the excess shall be distributable pari passu among those shareholders in proportion to the amount paid up immediately prior to the winding up on the shares held by them, respectively. If we are wound up and the assets available for distribution among the shareholders as such are insufficient to repay the whole of the amounts paid to us on account of the issue of shares, those assets shall be distributed so that, to the greatest extent possible, the losses shall be borne by the shareholders in proportion to the amounts paid up immediately prior to the winding up on the shares held by them, respectively. If we are wound up, the liquidator appointed by us may, in accordance with the BVI Act, divide among our shareholders in specie or kind the whole or any part of our assets (whether they shall consist of property of the same kind or not) and may, for such purpose, set such value as the liquidator deems fair upon any property to be divided and may determine how such division shall be carried out as between the shareholders or different classes of shareholders.

Differences in Corporate Law

The BVI Act and the laws of the British Virgin Islands affecting British Virgin Islands companies like us and our shareholders differ from laws applicable to U.S. corporations and their shareholders. Set forth below is a summary of the significant differences between the provisions of the laws of the British Virgin Islands applicable to us and the laws applicable to companies incorporated under the Delaware General Corporation Law in the United States and their shareholders.

Mergers and Similar Arrangements

Under the laws of the British Virgin Islands, two or more companies may merge or consolidate in accordance with Section 170 of the BVI Act. A merger means the merging of two or more constituent companies into one of the constituent companies (the “surviving company”) and a consolidation means the uniting of two or more constituent companies into a new company (the “consolidated company”). The procedure for a merger or consolidation between the company and another company (which need not be a British Virgin Islands company, and which may be the company’s parent or subsidiary, but need not be) is set out in the BVI Act. In order to merge or consolidate, the directors of each constituent company must approve a written plan of merger or consolidation, which with the exception of a merger between a parent company and its subsidiary, must also be approved by a resolution of a majority of the shareholders voting at a quorate meeting of shareholders or by written resolution of the shareholders of the British Virgin Islands company or British Virgin Islands companies which are to merge. While a director may vote on the plan of merger or consolidation, or any other matter, even if he has a financial interest in the plan, the interested director must disclose the interest to all other directors of the company promptly upon becoming aware of the fact that he is interested in a transaction entered into or to be entered into by the company. A transaction entered into by our company in respect of which a director is interested (including a merger or consolidation) is voidable by us unless the director’s interest was (a) disclosed to the board prior to the transaction or (b) the transaction is (i) between the director and the company and (ii) the transaction is in the ordinary course of the company’s business and on usual terms and conditions. Notwithstanding the above, a transaction entered into by the company is not voidable if the material facts of the interest are known to the shareholders and they approve or ratify it or the company received fair value for the transaction. In any event, all shareholders must be given a copy of the plan of merger or consolidation irrespective of whether they are entitled to vote at the meeting to approve the plan of merger or consolidation. A foreign company which is able under the laws of its foreign jurisdiction to participate in the merger or consolidation is required by the BVI Act to comply with the laws of that foreign jurisdiction in relation to the merger or consolidation. The shareholders of the

constituent companies are not required to receive shares of the surviving or consolidated company but may receive debt obligations or other securities of the surviving or consolidated company, other assets, or a combination thereof. Further, some or all of the shares of a class or series may be converted into a kind of asset while the other shares of the same class or series may receive a different kind of asset. As such, not all the shares of a class or series must receive the same kind of consideration. After the plan of merger or consolidation has been approved by the directors and authorized, if required, by a resolution of the shareholders, articles of merger or consolidation are executed by each company and filed with the Registrar of Corporate Affairs in the British Virgin Islands. The merger is effective on the date that the articles of merger are registered with the Registrar or on such subsequent date, not exceeding thirty days, as is stated in the articles of merger or consolidation.

As soon as a merger becomes effective: (a) the surviving company or consolidated company (so far as is consistent with its memorandum and articles of association, as amended or established by the articles of merger or consolidation) has all rights, privileges, immunities, powers, objects and purposes of each of the constituent companies; (b) in the case of a merger, the memorandum and articles of association of any surviving company are automatically amended to the extent, if any, that changes to its memorandum and articles of association are contained in the articles of merger or, in the case of a consolidation, the memorandum and articles of association filed with the articles of consolidation are the memorandum and articles of the consolidated company; (c) assets of every description, including choses-in-action and the business of each of the constituent companies, immediately vest in the surviving company or consolidated company; (d) the surviving company or consolidated company is liable for all claims, debts, liabilities and obligations of each of the constituent companies; (e) no conviction, judgment, ruling, order, claim, debt, liability or obligation due or to become due, and no cause existing, against a constituent company or against any member, director, officer or agent thereof, is released or impaired by the merger or consolidation; and (f) no proceedings, whether civil or criminal, pending at the time of a merger by or against a constituent company, or against any member, director, officer or agent thereof, are abated or discontinued by the merger or consolidation; but: (i) the proceedings may be enforced, prosecuted, settled or compromised by or against the surviving company or consolidated company or against the member, director, officer or agent thereof; as the case may be; or (ii) the surviving company or consolidated company may be substituted in the proceedings for a constituent company. The Registrar of Corporate Affairs shall strike off the register of companies each constituent company that is not the surviving company in the case of a merger and all constituent companies in the case of a consolidation. If the directors determine it to be in the best interests of the company, it is also possible for a merger to be approved as a Court approved plan of arrangement or scheme of arrangement in accordance with the BVI Act.

A shareholder may dissent from (a) a merger if the company is a constituent company, unless the company is the surviving company and the member continues to hold the same or similar shares; (b) a consolidation if the company is a constituent company; (c) any sale, transfer, lease, exchange or other disposition of more than 50 per cent in value of the assets or business of the company if not made in the usual or regular course of the business carried on by the company but not including: (i) a disposition pursuant to an order of the court having jurisdiction in the matter, (ii) a disposition for money on terms requiring all or substantially all net proceeds to be distributed to the members in accordance with their respective interest within one year after the date of disposition, or (iii) a transfer pursuant to the power of the directors to transfer assets for the protection thereof; (d) a compulsory redemption of 10 per cent, or fewer of the issued shares of the company required by the holders of 90 percent, or more of the shares of the company pursuant to the terms of the BVI Act; and (e) a plan of arrangement, if permitted by the British Virgin Islands Court (each, an Action). A shareholder properly exercising his dissent rights is entitled to a cash payment equal to the fair value of his shares.

A shareholder dissenting from an Action must object in writing to the Action before the vote by the shareholders on the merger or consolidation, unless notice of the meeting was not given to the shareholder. If the merger or consolidation is approved by the shareholders, the company must give notice of this fact to each shareholder within 20 days who gave written objection. Such objection shall include a statement that the member proposes to demand payment for his or her shares if the Action is taken. These shareholders then have 20 days to give to the company their written election in the form specified by the BVI Act to dissent from the Action, provided that in the case of a merger, the 20 days starts when the plan of merger is delivered to the shareholder. Upon giving notice of his election to dissent, a shareholder ceases to have any shareholder rights except the right to be paid the fair value of his shares. As such, the merger or consolidation may proceed in the ordinary course notwithstanding his dissent. Within seven days of the later of the delivery of the notice of election to dissent and the effective date of the merger or consolidation, the company shall make a written offer to each dissenting shareholder to purchase his shares at a specified price per share that the company determines to be the fair value of the shares. The company and the shareholder then have 30 days to agree upon the price. If the

company and a shareholder fail to agree on the price within the 30 days, then the company and the shareholder shall, within 20 days immediately following the expiration of the 30-day period, each designate an appraiser and these two appraisers shall designate a third appraiser. These three appraisers shall fix the fair value of the shares as of the close of business on the day prior to the shareholders’ approval of the transaction without taking into account any change in value as a result of the transaction.

Shareholders’ Suits

There are both statutory and common law remedies available to our shareholders as a matter of British Virgin Islands Law. These are summarized below:

Prejudiced Members

A shareholder who considers that the affairs of the company have been, are being, or are likely to be, conducted in a manner that is, or any act or acts of the company have been, or are, likely to be oppressive, unfairly discriminatory or unfairly prejudicial to him in that capacity, can apply to the court under Section 184I of the BVI Act, inter alia, for an order that his shares be acquired, that he be provided compensation, that the Court regulate the future conduct of the company, or that any decision of the company which contravenes the BVI Act or our memorandum and articles of association be set aside.

Derivative Actions

Section 184C of the BVI Act provides that a shareholder of a company may, with the leave of the Court, bring an action in the name of the company in certain circumstances to redress any wrong done to it. Such actions are known as derivative actions. The British Virgin Islands Court may only grant permission to bring a derivative action where the following circumstances apply:

•        the company does not intend to bring, diligently continue or defend or discontinue proceedings; and

•        it is in the interests of the company that the conduct of the proceedings not be left to the directors or to the determination of the shareholders as a whole.

When considering whether to grant leave, the British Virgin Islands Court is also required to have regard to the following matters:

•        whether the shareholder is acting in good faith;

•        whether a derivative action is in the company’s best interests, taking into account the directors’ views on commercial matters;

•        whether the action is likely to proceed;

•        the cost of the proceedings; and

•        whether an alternative remedy is available.

Just and Equitable Winding Up

In addition to the statutory remedies outlined above, shareholders can also petition the British Virgin Islands Court for the winding up of a company under the BVI Insolvency Act, 2003 (Law Revision 2020) for the appointment of a liquidator to liquidate the company and the court may appoint a liquidator for the company if it is of the opinion that it is just and equitable for the court to so order. Save in exceptional circumstances, this remedy is generally only available where the company has been operated as a quasi-partnership and trust and confidence between the partners has broken down.

Indemnification of Directors and Executive Officers and Limitation of Liability

Our memorandum and articles of association provide that, subject to certain limitations, we indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings for any person who:

•        is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was our director; or

•        is or was, at our request, serving as a director or officer of, or in any other capacity is or was acting for, another body corporate or a partnership, joint venture, trust or other enterprise.

These indemnities only apply if the person acted honestly and in good faith with a view to our best interests and, in the case of criminal proceedings, the person had no reasonable cause to believe that his conduct was unlawful. The decision of the directors as to whether the person acted honestly and in good faith and with a view to the best interests of the company and as to whether the person had no reasonable cause to believe that his conduct was unlawful is, in the absence of fraud, sufficient for the purposes of the memorandum and articles of association, unless a question of law is involved. The termination of any proceedings by any judgment, order, settlement, conviction or the entering of a nolle prosequi does not, by itself, create a presumption that the person did not act honestly and in good faith and with a view to the best interests of the company or that the person had reasonable cause to believe that his conduct was unlawful.

This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Anti-Takeover Provisions in Our Memorandum and Articles of Association

Some provisions of our articles of association may discourage, delay or prevent a change in control of our company or management that shareholders may consider favorable. Under the BVI Act there are no provisions that specifically prevent the issuance of preferred shares or any such other “poison pill” measures. Our memorandum and articles of association also do not contain any express prohibitions on the issuance of any preferred shares. Therefore, the directors without the approval of the holders of ordinary shares may issue preferred shares that have characteristics that may be deemed to be anti-takeover. Additionally, such a designation of shares may be used in connection with plans that are poison pill plans. However, under British Virgin Islands law, our directors in the exercise of their powers granted to them under our memorandum and articles of association and performance of their duties, are required to act honestly and in good faith in what the director believes to be in the best interests of our company.

Directors’ Fiduciary Duties

Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction.

The duty of loyalty requires that a director act in a manner he reasonably believes to be in the best interests of the corporation. He must not use his corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, a director must prove the procedural fairness of the transaction and that the transaction was of fair value to the corporation.

Under British Virgin Islands law, our directors owe fiduciary duties both at common law and under statute including, among others, a statutory duty to act honestly, in good faith, for a proper purpose and with a view to what the directors believe to be in the best interests of the company. Our directors are also required, when exercising powers or performing duties as a director, to exercise the care, diligence and skill that a reasonable director would exercise in comparable circumstances, taking into account without limitation, the nature of the company, the nature of the decision and the position of the director and the nature of the responsibilities undertaken. In the exercise of their powers, our directors must ensure neither they nor the company acts in a manner which contravenes the BVI Act or our memorandum and articles of association. A shareholder has the right to seek damages for breaches of duties owed to us by our directors.

Pursuant to the BVI Act and our memorandum and articles, a director of a company who has an interest in a transaction and who has declared such interest to the other directors, may:

(a)     vote on a matter relating to the transaction;

(b)    attend a meeting of directors at which a matter relating to the transaction arises and be included among the directors present at the meeting for the purposes of a quorum; and

(c)     sign a document on behalf of the Company, or do any other thing in his capacity as a director, that relates to the transaction.

In certain limited circumstances, a shareholder has the right to seek various remedies against the company in the event the directors are in breach of their duties under the BVI Act. Pursuant to Section 184B of the BVI Act, if a company or director of a company engages in, or proposes to engage in or has engaged in, conduct that contravenes the provisions of the BVI Act or the memorandum or articles of association of the company, the British Virgin Islands Court may, on application of a shareholder or director of the company, make an order directing the company or director to comply with, or restraining the company or director from engaging in conduct that contravenes the BVI Act or the memorandum or articles. Furthermore, pursuant to section 184I(1) of the BVI Act a shareholder of a company who considers that the affairs of the company have been, are being or likely to be, conducted in a manner that is, or any acts of the company have been, or are likely to be oppressive, unfairly discriminatory, or unfairly prejudicial to him in that capacity, may apply to the British Virgin Islands Court for an order which, inter alia, can require the company or any other person to pay compensation to the shareholders.

Shareholder Action by Written Consent

Under the Delaware General Corporation Law, a corporation may eliminate the right of shareholders to act by written consent by amendment to its certificate of incorporation. British Virgin Islands law provides that, subject to the memorandum and articles of association of a company, an action that may be taken by members of the company at a meeting may also be taken by a resolution of members consented to in writing.

Shareholder Proposals

Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings. British Virgin Islands law and our memorandum and articles of association allow our shareholders holding 30% or more of the votes of the outstanding voting shares to requisition a shareholders’ meeting. There is no requirement under British Virgin Islands law to hold shareholders’ annual general meetings, but our memorandum and articles of association do permit the directors to call such a meeting. The location of any shareholders’ meeting can be determined by the board of directors and can be held anywhere in the world.

Cumulative Voting

Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation’s certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholder’s voting power with respect to electing such director. As permitted under the British Virgin Islands law, our memorandum and articles do not provide for cumulative voting. As a result, our shareholders are not afforded any less protections or rights on this issue than shareholders of a Delaware corporation.

Removal of Directors

Under the Delaware General Corporation Law, a director of a corporation with a classified board may be removed only for cause with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under our memorandum and articles of association, directors can be removed from office, with or without cause, by a resolution of shareholders. Directors can also be removed with cause by a resolution of directors passed at a meeting of directors called for the purpose of removing the director or for purposes including the removal of the director.

Transactions With Interested Shareholders

The Delaware General Corporation Law contains a business combination statute applicable to Delaware public corporations whereby, unless the corporation has specifically elected not to be governed by such statute by amendment to its certificate of incorporation, it is prohibited from engaging in certain business combinations with an “interested shareholder” for three years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or group who or which owns or owned 15% or more of the target’s outstanding voting shares within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware public corporation to negotiate the terms of any acquisition transaction with the target’s board of directors. British Virgin Islands law has no comparable statute and our memorandum and articles of association fails to expressly provide for the same protection afforded by the Delaware business combination statute.

Dissolution; Winding Up

Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board. Under the BVI Act and our memorandum and articles of association, we may appoint a voluntary liquidator by a resolution of the shareholders or directors, provided that the directors have made a declaration of solvency that the company is able to discharge its debts as they fall due and that the value of the company’s assets exceed its liabilities.

Variation of Rights of Shares

Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise. Under our memorandum and articles of association, if at any time our shares are divided into different classes of shares, the rights attached to any class may only be varied, whether or not our company is in liquidation, with the consent in writing of or by a resolution passed at a meeting by not less than 50 percent of the votes cast by those entitled to vote at a meeting of the holders of the issued shares in that class. For these purposes the creation, designation or issue of shares with rights and privileges ranking pari passu to an existing class of shares is deemed not to be a variation of the rights of such existing class and may in accordance with our memorandum and articles of association be affected by resolution of directors without shareholder approval.

Amendment of Governing Documents

Under the Delaware General Corporation Law, a corporation’s governing documents may be amended with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. As permitted by British Virgin Islands law, our memorandum and articles of association may be amended by a resolution of shareholders and, subject to certain exceptions, by a resolution of directors. An amendment is effective from the date it is registered at the Registry of Corporate Affairs in the British Virgin Islands.

SHARES ELIGIBLE FOR FUTURE SALE

Before our initial public offering, there has not been a public market for our Class A Ordinary Shares, and although we have made an application for the Class A Ordinary Shares to be listed on Nasdaq, a regular trading market for our Class A Ordinary Shares may not develop. Future sales of substantial amounts of our Class A Ordinary Shares in the public market after our initial public offering, or the possibility of these sales occurring, could cause the prevailing market price for our Class A Ordinary Shares to fall or impair our ability to raise equity capital in the future. Upon completion of this offering, we will have [•] Class A Ordinary Shares and 100,000 Class B Ordinary Shares issued and outstanding. All of the Class A Ordinary Shares sold in this offering will be freely transferable by persons other than our “affiliates” without restriction or further registration under the Securities Act.

Lock Up Agreement

See “Underwriting-Lock Up Agreements.”

Rule 144

All of our Class A Ordinary Shares outstanding prior to this offering are “restricted securities” as that term is defined in Rule 144 under the Securities Act and may be sold publicly in the United States only if they are subject to an effective registration statement under the Securities Act or pursuant to an exemption from the registration requirement such as those provided by Rule 144 and Rule 701 promulgated under the Securities Act.

In general, under Rule 144 as currently in effect, beginning 90 days after the date of this prospectus, a person who is not deemed to have been our affiliate at any time during the three months preceding a sale and who has beneficially owned restricted securities within the meaning of Rule 144 for more than six months would be entitled to sell an unlimited number of those shares, subject only to the availability of current public information about us. A non-affiliate who has beneficially owned restricted securities for at least one year from the later of the date these shares were acquired from us or from our affiliate would be entitled to freely sell those shares.

A person who is deemed to be an affiliate of ours and who has beneficially owned “restricted securities” for at least six months would be entitled to sell, within any three-month period, a number of shares that is not more than the greater of:

•        1% of the number of Class A Ordinary Shares then outstanding, in the form of Class A Ordinary Shares or otherwise, which will equal approximately 172,500 shares immediately after this offering; or

•        the average weekly trading volume of the Class A Ordinary Shares on Nasdaq during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

Sales under Rule 144 by our affiliates or persons selling shares on behalf of our affiliates are also subject to certain manner of sale provisions and notice requirements and to the availability of current public information about us.

Rule 701

Rule 701 under the Securities Act, as in effect on the date of this prospectus, permits resales of shares in reliance upon Rule 144 but without compliance with certain restrictions of Rule 144, including the holding period requirement. If any of our employees, executive officers or directors purchase shares under a written compensatory plan or contract, they may be entitled to rely on the resale provisions of Rule 701, but all holders of Rule 701 shares would be required to wait until ninety (90) days after the date of this prospectus before selling any such shares. However, the Rule 701 shares would remain subject to lock-up arrangements and would only become eligible for sale when the lock-up period expires.

Regulation S

Regulation S under the Securities Act provides an exemption from registration requirements in the United States for offers and sales of securities that occur outside the United States. Rule 903 of Regulation S provides the conditions to the exemption for a sale by an issuer, a distributor, their respective affiliates, or anyone acting on their behalf. Rule 904 of Regulation S provides the conditions to the exemption for a resale by persons other than those covered by Rule 903. In each case, any sale must be completed in an offshore transaction, as that term is defined in Regulation S, and no directed selling efforts, as that term is defined in Regulation S, may be made in the United States.

We are a foreign issuer as defined in Regulation S. As a foreign issuer, securities that we sell outside the United States pursuant to Regulation S are not considered to be restricted securities under the Securities Act, and, subject to the offering restrictions imposed by Rule 903, are freely tradable without registration or restrictions under the Securities Act, unless the securities are held by our affiliates. We are not claiming the potential exemption offered by Regulation S in connection with the offering of newly issued shares outside the United States and will register all the newly issued shares under the Securities Act.

Subject to certain limitations, holders of our restricted shares who are not our affiliates or who are our affiliates by virtue of their status as our officer or director may resell their restricted shares in an “offshore transaction” under Regulation S if:

•        none of the shareholder, its affiliate nor any person acting on their behalf engages in directed selling efforts in the United States, and

•        in the case of a sale of our restricted shares by an officer or director who is our affiliate solely by virtue of holding such position, no selling commission, fee or other remuneration is paid in connection with the offer or sale other than the usual and customary broker’s commission that would be received by a person executing such transaction as agent.

TAXATION

The following discussion of material British Virgin Islands, Singapore, and United States federal income tax consequences of an investment in our Class A Ordinary Shares is based upon laws and relevant interpretations thereof in effect as of the date of this prospectus, all of which are subject to change. This discussion does not deal with all possible tax consequences relating to an investment in our Class A Ordinary Shares, such as the tax consequences under state, local, and other tax laws. To the extent that the discussion relates to matters of British Virgin Islands tax law, it represents the opinion of Forbes Hare, our British Virgin Islands counsel.

WE URGE POTENTIAL PURCHASERS OF OUR CLASS A ORDINARY SHARES TO CONSULT THEIR OWN TAX ADVISORS CONCERNING THE U.S. FEDERAL, STATE, LOCAL, AND NON-U.S. TAX CONSEQUENCES OF PURCHASING, OWNING AND DISPOSING OF OUR CLASS A ORDINARY SHARES.

Republic of Singapore Taxation

Dividends or Other Distributions with Respect to Class A Ordinary Shares

Under the one-tier corporate tax system which currently applies to all Singapore tax resident companies, tax on corporate profits is final, and dividends paid by a Singapore tax resident company will be income tax exempt in the hands of a shareholder, whether or not the shareholder is a company or an individual and whether or not the shareholder is a Singapore tax resident.

Capital Gains upon Distribution of Class A Ordinary Shares

Under current Singapore tax laws, there is no tax on capital gains. The determination of whether a gain or loss from disposal of equity investments in a company is income or capital in nature is based on consideration of the facts and circumstances of each case. The factors considered are drawn from established case law principles. Gains arising from the disposal of the Company’s Class A Ordinary Shares may be construed to be of an income nature and subject to Singapore income tax, if they arise from activities which the Inland Revenue Authority of Singapore regards as the carrying on of a trade or business in Singapore. However, under Singapore tax laws, any gains derived by a divesting company from its disposal of Class A Ordinary Shares in an investee company between June 1, 2012 and December 31, 2027 are generally not taxable if immediately prior to the date of the relevant disposal, the divesting company has held at least 20% of the Class A Ordinary Shares in the investee company for a continuous period of at least 24 months.

Goods and Services Tax

The issue or transfer of ownership of the Company’s Class A Ordinary Shares should be exempt from Singapore Goods and Services Tax. Hence, the holders would not incur any Goods and Services Tax on the subscription or subsequent transfer of the shares.

Stamp Duty

If the Company’s Class A Ordinary Shares evidenced in certificated forms are acquired in Singapore, stamp duty is payable on the instrument of their transfer at the rate of 0.2% of the consideration for or market value of the Company’s Class A Ordinary Shares, whichever is higher. Where an instrument of transfer is executed outside Singapore or no instrument of transfer is executed, no stamp duty is payable on the acquisition of the Company’s Class A Ordinary Shares. However, stamp duty may be payable if the instrument of transfer is executed outside Singapore and is received in Singapore. The stamp duty is borne by the purchaser unless there is an agreement to the contrary.

On the basis that any transfer instrument in respect of the Company’s shares traded on Nasdaq are executed outside Singapore through the Company’s transfer agent/transfer secretary and share registrar in the United States for registration in the Company’s branch registers of members maintained in the United States (without any transfer instrument being received in Singapore), no stamp duty should be payable in Singapore on such transfers.

Tax Treaties Regarding Withholding Taxes

There is no comprehensive avoidance of double taxation agreement between the United States and Singapore which applies to withholding taxes on dividends or capital gains.

British Virgin Islands Taxation

The British Virgin Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to the Company levied by the Government of the British Virgin Islands except for stamp duties which may be applicable on instruments executed in, or after execution brought within the jurisdiction of the British Virgin Islands. No stamp duty is payable in the British Virgin Islands on the issue of shares by, or any transfers of shares of, British Virgin Islands companies (except those which hold interests in land in the British Virgin Islands). The British Virgin Islands is not party to any double tax treaties that are applicable to any payments made to or by the Company. There are no exchange control regulations or currency restrictions in the British Virgin Islands.

Payments of dividends and capital in respect of our Class A Ordinary Shares will not be subject to taxation in the British Virgin Islands and no withholding will be required on the payment of a dividend or capital to any holder of our Class A Ordinary Shares, as the case may be, nor will gains derived from the disposal of our Class A Ordinary Shares be subject to British Virgin Islands income or corporation tax.

British Virgin Islands Economic Substance Legislation

The British Virgin Islands, together with several other non-European Union jurisdictions, have recently introduced legislation aimed at addressing concerns raised by the Council of the European Union as to offshore structures engaged in certain activities which attract profits without real economic activity. With effect from January 1, 2019, the Economic Substance (Companies and Limited Partnerships) Act, 2018 (the “ESA”) came into force in the British Virgin Islands introducing certain economic substance requirements for British Virgin Islands tax resident companies which are engaged in certain “relevant activities.” However, it is not anticipated that the Company itself will be subject to any such requirements. Although it is presently anticipated that the ESA will have little material impact on the Company or its operations, as the legislation is new and remains subject to further clarification and interpretation it is not currently possible to ascertain the precise impact of these legislative changes on the Company.

United States Federal Income Taxation

The following does not address the tax consequences to any particular investor or to persons in special tax situations such as:

•        banks;

•        financial institutions;

•        insurance companies;

•        regulated investment companies;

•        advertising investment trusts;

•        broker-dealers;

•        persons that elect to mark their securities to market;

•        U.S. expatriates or former long-term residents of the U.S.;

•        governments or agencies or instrumentalities thereof;

•        tax-exempt entities;