As filed with the United States Securities and Exchange Commission on July 29, 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

TechCreate Group Ltd.

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

336 Smith Street, #06-303, New Bridge Centre

Singapore 050336

+65 6936 6354

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Cogency Global Inc.

122 E. 42nd St., 18th Fl., New York, NY 10168

+1 800-221-0102

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

copies to:

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

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

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

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

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

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

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒

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

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

The information in this preliminary prospectus is not complete and may be changed. The securities may not be sold until the registration statement filed with the United States Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy the securities in any jurisdiction where such offer or sale is not permitted.

Dated [                ], 2025

TechCreate Group Ltd.

[2,550,000] Class A Ordinary Shares

This is the initial public offering of Class A Ordinary Shares by TechCreate Group Ltd (the “Company”, “we”, “us”, “our”). We are offering [2,550,000] class A ordinary shares, par value US$0.0002 per share (the “Class A Ordinary Shares”).

Prior to this offering, there has been no public market for our Class A Ordinary Shares. We anticipate the initial public offering price of our Class A Ordinary Shares will be between US$[4.00] and US$[5.00]. We intend to apply to list our Class A Ordinary Shares on the [NYSE American] under the symbol “TCGL.” The closing of this offering is conditional upon [NYSE American]’s final approval of our listing application, and there is no guarantee or assurance that our Class A Ordinary Shares will be approved for listing on the [NYSE American].

We are both an “emerging growth company” and a “foreign private issuer” as defined under the applicable U.S. federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements for this and future filings. See “Prospectus Summary—Implications of Being an Emerging Growth Company” and “Prospectus Summary—Implications of Being a Foreign Private Issuer” for additional information.

Immediately prior to the completion of this offering, our issued and outstanding share capital will consist of Class A Ordinary Shares and class B ordinary shares, par value US$0.0002 per share (the “Class B Ordinary Shares”). Mr. Lim Heng Hai will beneficially own all of our then issued and outstanding Class B Ordinary Shares. These Class B Ordinary Shares will constitute approximately [12.8]% of our total issued and outstanding share capital immediately after the completion of this offering and [41.0]% of the aggregate voting power of our total issued and outstanding share capital immediately after the completion of this offering, assuming that the underwriter does not exercise their option to purchase additional Class A Ordinary Shares. Holders of Class A Ordinary Shares and Class B Ordinary Shares have the same rights except for voting and conversion rights. Each holder of our Class A Ordinary Share is entitled to one vote per share. Each holder of our Class B Ordinary Share is entitled to 20 votes per share. Our Class A Ordinary Shares and Class B Ordinary Shares vote together as a single class on all matters submitted to a vote of our shareholders, except as may otherwise be required by law. Each Class B Ordinary Share is convertible at any time into one Class A Ordinary Share. Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances. Upon any transfer of Class B Ordinary Shares by a holder thereof or a change of ultimate beneficial ownership of any Class B Ordinary Shares to any person other than their affiliates, such Class B Ordinary Shares are automatically and immediately converted into the same number of Class A Ordinary Shares.

Additionally, upon the completion of this offering, we will continue to be a “controlled company” as defined under corporate governance rules of [NYSE American], because Mr. Lim Heng Hai will beneficially own approximately [45.1]% of our then-issued and outstanding Class A Ordinary Shares, [100%] of our then-issued and outstanding Class B Ordinary Shares and will be able to exercise approximately [86.1]% of the total voting power of our issued and outstanding ordinary shares immediately after the consummation of this offering, assuming the underwriter does not exercise its option to purchase additional Class A Ordinary Shares. We do not intend to avail ourselves of the corporate governance exemptions afforded to a “controlled company” under the [NYSE American Rules]. However, our decision not to rely on the “controlled company” exemption could change. If we rely on these exemptions, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements. For further information, see “Risk Factors”, “Principal Shareholders” and “Prospectus Summary—Implications of Being a Controlled Company.”

Investing in the Class A Ordinary Shares involves a high degree of risk. See “Risk Factors” beginning on page 13.

(1) We have agreed to pay the underwriter a fee equal to 7.5% of the gross proceeds of the offering, at the closing of this offering, and each closing of the over-allotment option, if any. This table does not include a non-accountable expense allowance equal to 1.0% of the gross proceeds of this offering payable to the underwriter. For a description of the other compensation to be received by the underwriter, see the section entitled “Underwriting” in this prospectus.

(2) The total estimated fees and expenses related to this offering are set forth in the section entitled “Underwriting– Discounts and Expenses”.

(3) Includes the sale of [382,500] additional Class A Ordinary Shares (equal to 15% of the total number of Class A Ordinary Shares offered by us), assuming the full exercise of the over-allotment option by the underwriter. For more information, see the section entitled “Underwriting—Over-allotment Option” in this prospectus.

The underwriter is selling the Class A Ordinary Shares in this offering on a firm-commitment basis. The underwriter has an option to purchase up to [382,500] additional Class A Ordinary Shares (equal to 15% of the total number of Class A Ordinary Shares sold in the offering) from us at the initial public offering price, less the underwriting discounts, within 45 days after the closing of this offering, to cover any over-allotment.

If we complete this offering, net proceeds will be delivered to us on the closing date. The underwriter expects to deliver the Class A Ordinary Shares against payment in U.S. dollars in New York, NY to purchasers on or about [                  ], 2025.

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

Prospectus dated [                  ], 2025

TABLE OF CONTENTS

This prospectus contains certain estimates and information concerning our industry, including market position, market size, and growth rates of the markets in which we participate. We believe these industry publications and third-party research, surveys and studies are reliable, however this information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates. Industry publications and third-party research, surveys and studies generally indicate that their information has been obtained from sources we believe to be reliable, although we do not guarantee the accuracy or completeness of such information. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the “Risk Factors” section. These and other factors could cause results to differ materially from those expressed in these publications and reports.

For Investors Outside the United States: Neither we nor the underwriter have taken any action that would permit a public offering of the Class A Ordinary Shares outside the United States or permit the possession or distribution of this prospectus or any related free-writing prospectus outside the United States. Persons outside the United States who come into possession of this prospectus or any related free-writing prospectus must inform themselves about and observe any restrictions relating to the offering of the Class A Ordinary Shares and the distribution of the prospectus outside the United States.

Until [                  ], 2025 (the 25th day after the date of this prospectus), all dealers that buy, sell or trade Class A Ordinary Shares, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriter and with respect to their unsold allotments or subscriptions.

Basis of Presentation

We are responsible for the information contained in this prospectus. We do not take any responsibility for and cannot provide no assurance as to the reliability of, any other information that others may give you. You should rely only on the information contained in this prospectus or in any related free-writing prospectus that may be filed with the United States Securities and Exchange Commission. We have not authorized anyone to provide you with information different from that contained in this prospectus or in any related free-writing prospectus. We are offering to sell, and seeking offers to buy, the Class A Ordinary Shares offered hereby, but only under circumstances and in jurisdictions where offers and sales are permitted and lawful to do so. The information contained in this prospectus is current only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the Class A Ordinary Shares. It may be the case that our business, financial condition, results of operations, and prospects may have changed since that date.

Unless the context indicates otherwise, all information in this prospectus assumes no exercise by the underwriter of its over-allotment option.

Numerical figures included in this prospectus may have been subject to rounding adjustments. Accordingly, numerical figures shown as totals in various tables may not be arithmetic aggregations of the figures that precede them.

This prospectus may contain additional trademarks, service marks and trade names of others. All trademarks, service marks and trade names appearing in this prospectus are, to our knowledge, the property of their respective owners. We do not intend our use or display of other companies’ trademarks, service marks or trade names to imply a relationship with, or endorsement or sponsorship of us by, any other person.

Conventions Which Apply to This Prospectus

Unless we indicate otherwise, all information in this prospectus reflects no exercise by the underwriter of its option to purchase up to [                ] additional Class A Ordinary Shares from us.

Except where the context otherwise requires:

Summary Consolidated Balance Sheets

Summary Consolidated Statements of Cash Flow

Risk Factors

Investing in our Class A Ordinary Shares entails a significant level of risk. Before investing in the Class A Ordinary Shares, you should carefully consider all of the risks and uncertainties mentioned in this section, in addition to all of the other information in this prospectus, including the financial statements and related notes. We may face additional risks and uncertainties aside from the ones mentioned below. There may be risks and uncertainties that we are unaware of, or that we currently do not consider material, that may become important factors that could adversely affect our business in the future. Any of the following risks and uncertainties could have a material adverse effect on our business, financial condition, results of operations and prospects. In such case, the market prices of the Class A Ordinary Shares could decline, and you may lose part or all of your investment.

RISKS RELATED TO OUR BUSINESS AND INDUSTRY

Our historical growth and financial performance may not be indicative of our future performance.

As a relatively young Company that was incorporated in 2015, the rapid growth in the past years that we have experienced may not be sustainable or representative of our future growth trajectory. Further, the COVID-19 pandemic accelerated the adoption of digital payments globally and this has contributed to our success as an RTP solutions provider in Southeast Asia. Therefore, our rate of growth may not be maintained in years to follow. With the effects of the pandemic subsiding, and the consequential change in market conditions, new challenges may arise which could impact the rate of growth and financial performance of our Company. These challenges may include increased competition, evolving user preferences, adverse market conditions or regulatory changes, and other factors which may be beyond our control. As a result, our historical growth and financial performance may not be indicative of our future prospects. Should we be unable to maintain our growth momentum, adapt to changing market conditions or address new challenges effectively, the business, financial condition, and results of operations of our Company could be materially and adversely affected.

We may not achieve or maintain profitability in the future.

We expect to continue to make investments in developing and expanding our business, including, but not limited to, in technology, recruitment and training, marketing, and for the purpose of pursuing strategic opportunities. Our growth efforts may result in significant costs and expenses before generating any incremental revenue from acquisitions or investments. Moreover, we may experience more expenses than we anticipate or fail to generate enough revenue to offset costs, leading to losses. Additionally, we may continue to incur significant losses in the future for a number of reasons, including, but not limited to:

In addition, as a public company, we will also incur significant legal, accounting, insurance, compliance, and other expenses that we did not incur as a private company. These expenses may increase even more if we no longer qualify as an “emerging growth company,” as defined in Section 2(a) of the Securities Act. We cannot predict or estimate the amount of additional costs we will incur as a public company or the specific timing of such costs. If we fail to manage our losses or to grow our revenue sufficiently to keep pace with our investments and other expenses, our business will be harmed, and we may not achieve or maintain profitability in the future.

Economic conditions and ongoing geopolitical uncertainties and conflicts could materially and adversely affect our business, financial condition, and results of operations.

The overall condition of the markets in which we operate, namely, Brunei, Cambodia, Malaysia, and Singapore, influences our business operations and financial positions. Each of the markets in which we operate is affected by various macroeconomic factors outside our control, which by their nature are cyclical and subject to change. Amongst other things, these factors include interest rates, the general market outlook for economic growth, unemployment, and consumer confidence. Potential changes to government policy and regulation may also impact these factors.

The current global economic slowdown and the possibility of continued turbulence or uncertainty in global financial markets and economies have had, and may continue to have, a moderate impact on transaction volumes. This could lead to a slight decrease in our revenue growth. Further, inflationary pressures have increased our operating costs in 2023 and could continue to have an adverse impact on our costs, margins, and profitability in the future.

There is no guarantee that our efforts will be entirely successful in countering the potential negative impacts of macroeconomic risks on our business. We cannot predict the timing or duration of an economic slowdown or the timing or strength of a subsequent economic recovery generally or in our industries. If macroeconomic conditions worsen or the current global economic conditions continue for a prolonged period of time, our business, financial condition and results of operations could be materially and adversely affected.

Our key markets are located in Greater Southeast Asia, which subjects us to various risks inherent in operating and investing in this region, such as uncertainties with respect to the local economic, legal and political environment.

We are headquartered in Singapore and our three key markets in Greater Southeast Asia markets are Brunei, Cambodia, and Singapore. In 2023, 35%, 25%, and 35% of our total revenue was generated from Brunei, Cambodia, and Singapore, respectively. In 2024, 25%, 50% and 25% of our total revenue was generated from Brunei, Cambodia, and Singapore, respectively.

Each of our markets has its own set of political, policy, legal, economic, taxation and other risks and uncertainties that may impact our performance. Therefore, operating in our current markets often requires bespoke business models for each market in which we operate, which adds complexity and reduces economies of scale. In addition, volatile political situations, policy instabilities or changes in policy directions in these markets could negatively affect the local economy, operating environment, and investor confidence, which in turn could have a material adverse effect on our business, financial condition, and results of operations. Furthermore, emerging markets, such as Cambodia, tends to have less sophisticated legal, taxation and regulatory frameworks than developed markets and are typically subject to greater risks and uncertainties, including, but not limited to, the risks of expropriation, nationalization, commercial or governmental disputes, inflation, interest rate and currency fluctuations, and greater difficulty in enforcing or collecting payment against contracts and ensuring that all required governmental and regulatory approvals necessary to operate our business are in place and will be renewed. In addition, the laws and regulations in these markets are more susceptible to unexpected changes and inconsistent application, interpretation, or enforcement.

For a more detailed description of these risks, see “—Risks Related to the Jurisdictions in which We Operate”.

If we fail to retain existing commercial partners and customers, especially commercial partners and customers from which we generate a substantial portion of our revenue, or attract new commercial partners and customers, our business, financial condition and results of operations could be materially and adversely affected.

Our commercial partners and customers typically do not maintain exclusive commercial relationships with us. The agreements we have in place with these entities generally span an average term of one to three years and may be terminated by either party with appropriate notice, without the need for specific cause.

However, if we fail to consistently deliver high-quality solutions and services, there is a risk that our commercial partners or customers may redirect their resources to alternative channels or competitors. This could negatively impact our revenue, business, financial condition, and overall operational results. Additionally, fluctuations in market conditions or changes within the regulatory landscape could further affect our commercial partner network.

The process of establishing new partnerships or expanding existing relationships is often time-consuming and resource-intensive, particularly in the financial services industry, which is characterized by long sales cycles and there is no assurance that our efforts will yield success. If we are unable to maintain in good standing existing relationships with commercial partners, or unable to add new commercial partners, or if we become dependent on a limited number of commercial partners, we may be unable to meet the expectations of our customers and other counterparties that rely on our business. This deficiency could reduce confidence in our ability to offer competitive rates and terms, making us less popular with such customers and counterparties. As a result, our business could be materially impacted, which could have an adverse impact on our business, financial condition and results of operations.

In 2023 and 2024, we depended on our major customers for a substantial portion of our revenue and such dependence may continue in the future, and the loss of, or significant reduction in our provision of services to, one or more of our major customers could negatively impact our revenue and operating results.

In the year ended December 31, 2023, we had 3 major customers that each accounted for 10% or more of our total revenue. Customer A operates as Cambodia’s largest and leading financial institution, Customer B is Brunei’s largest telecommunications company, and Customer C is a Singapore Insurance Corporation. These major customers accounted for 35%, 25%, and 11% of the total revenue of the Company in 2023. In the year ended December 31, 2024, we had 4 major customers that each accounted for 10% or more of our total revenue, being Customer A, B, C and D, that accounted for 34%, 23%, 19%, and 11%, respectively, of the total revenue of the Company in that year. Customer D is a technology service provider specializing in system integration and customer engagement solutions based in Cambodia.

In the future, these customers may not decide to engage our services, or may engage us for fewer services than they did in the past. In particular, pursuant to the contracts that we have with our major customers, the tenure of the engagement of our services generally span between 1 to 5 years, dependent on the project that we are engaged for. In addition, most contracts may be terminated by either party, at any time, so long as the requisite notice period, which ranges from approximately 1 month to 3 months, has been served. Moreover, our contracts often grant liquidated damages to our customers if we encounter delays and fail to meet the expected deadlines, or refunds if we are unable to provide the expected services which may result in losses incurred. Further, as the renewal of our contracts are based on mutual consent, in the event we no longer meet our major customers’ needs, or if they prefer alternative suppliers, our business operations may be negatively impacted.

There are a number of factors, including our performance, that could cause the loss of, or decrease in the volume of business from, a customer. Even if we have a strong record of performance with our customers we cannot assure you that we will continue to maintain business cooperation with our current customers at the same level, or at all. The loss of business from one or more of these major customers, especially our top customer, could materially and adversely affect our revenue and profit.

If any customer terminates their relationship with us, we cannot assure you that we will be able to secure an alternative arrangement with comparable customers in a timely manner, or at all. Similarly, in the event any of our major customers were to terminate their contractors with us prematurely, or if we are unable to derive recurring business from our major customers, our revenue, business and/or results of operations may be materially and adversely impacted.

In 2023 and 2024, we depended on our major suppliers to support the provision of our services and products to our customers and such dependence may continue in the future, and our inability to establish and maintain an uninterrupted supply chain could negatively impact our revenue and operating results.

We engage suppliers to provide the necessary support for our business operations. In the year ended December 31, 2023, we had 3 major suppliers that each accounted for 10% or more of our total cost of revenue. Supplier A operates as a cloud-based technology solutions company, Supplier B is in the business of selling and supporting the implementation and operation of cybersecurity products and cloud services, and Supplier C is a company that specializes in cryptography. These major suppliers accounted for 23%, 17%, and 12% of the total costs of revenue of the Company in 2023. In the year ended December 31, 2024, we had 2 major suppliers that each accounted for 10% or more of our total cost of revenue, being Supplier A and D that accounted for 12% and 13%, respectively, of the total costs of revenue of the Company in 2024. Supplier D is a cybersecurity company that provides Trellix-based cybersecurity solutions.

Any failure of our major suppliers to accommodate our business scale, any suspension or termination of our supply arrangements, any change in cooperation terms, or deterioration of cooperative relationships with these major suppliers, may materially and adversely affect our results of operations. For the year ended December 31, 2024, we did not have any long-term agreements with our major suppliers. Instead, our major suppliers will grant us annual licenses of their products/services and fulfil our purchase orders on a per-transaction basis. While we have a partnership agreement with one of our major suppliers which was entered into in the year ended December 31, 2023, this may be terminated by either party, so long as the requisite 3 months’ notice period has been met.

We cannot guarantee that our major suppliers will always be able to fulfil our supply demands on reasonable terms or in a timely manner. In addition, our major suppliers are independent entities subject to their own operational and financial risks that are outside our control. If our current product suppliers were to stop selling products/services to us or delay delivery, including as a result of labor shortages, supplier disruptions, closing or bankruptcies of our suppliers, or for other reasons, we may be unable to procure alternative products from other suppliers or that we would be able to find replacement suppliers on commercially reasonable terms, on a timely basis. Further, any termination of our partnership, or any non-fulfilment of our supply requirements, may materially and adversely affect the results of our operations. As such, our management team will continue to monitor our relationships with these major suppliers from time to time to determine if any further mitigation measures need to be established.

Failures, defects, errors, or vulnerabilities in our systems could adversely affect our business, financial condition and results of operations.

We rely heavily on the availability and performance of our platforms and systems to service our commercial partners. However, these platforms and systems are susceptible to failures, interruptions and security breaches and may have defects, errors, or vulnerabilities, which could adversely affect our business, financial condition, and results of operations. Such risks include, but are not limited to:

Our data, corporate systems, third-party systems, and security measures may be breached due to the actions of outside parties, employee error, malfeasance, a combination of these, or otherwise, and, as a result, an unauthorized party may obtain access to our data. Furthermore, as a provider of cybersecurity solutions, we may be a more attractive target for such attacks. A breach in our data security or an attack against our service ability, or that of our third-party service providers, could impact our network or networks secured by our products and subscriptions, creating system disruptions or slowdowns and exploiting security vulnerabilities of our products, and the information stored on our networks or those of our third-party service providers could be accessed, publicly disclosed, altered, lost, or stolen, which could subject us to liability and cause us financial harm. Although we have not yet experienced any unauthorized access incidents by a third party of our internal network, any actual or perceived breach of network security in our systems or networks, or any other actual or perceived data security incident we or our third-party service providers suffer, could result in damage to our reputation, negative publicity, loss of commercial partners, customers, and sales, loss of competitive advantages over our competitors, increased costs to remedy any problems and otherwise respond to any incident, regulatory investigations, or enforcement actions, costly litigation, and other liability. In addition, we may incur significant costs and operational consequences of investigating, remediating, eliminating, and putting in place additional tools and devices designed to prevent actual or perceived security incidents, as well as the costs to comply with any notification obligations resulting from any security incidents. Any of these negative outcomes could adversely impact the market perception of our products and subscriptions and end-customer and investor confidence in our Company and could seriously harm our business or operating results.

Further, failure to effectively manage these risks and maintain the availability and performance of our platforms could diminish our ability to service our users and commercial partners, leading to loss of market share, decreased revenue, and reputational damage, which could adversely affect our business, financial condition, and results of operations.

Our reliance on artificial intelligence (“AI”) in our products and services may result in operational challenges, legal liability, reputational concerns and competitive risks.

As elaborated under “Business – Overview”, since we rely on AI in our flagship product, the Artificial Intelligence Real-Time Engine (“AI-RTE”) to enable financial institutions to process payments with greater speed, security, and efficiency, it is therefore a significant element of our current and future business strategy. However, as AI is still a developing technology, it presents risks and challenges, both known and unknown, that could affect its development, adoption and our use, which therefore may affect our business operations. At present, we take the view that some of the known risks of AI include, cybersecurity, accuracy, and intellectual property infringement. In addition, as the regulations surrounding AI are still developing, we intend to monitor the regulatory risks that may present themselves in the future which may affect our development or deployment of our AI-RTE. To that end, we believe some jurisdictions are applying or considering to apply cybersecurity and data protections laws to AI, and/ or are considering general legal frameworks on AI.

Further, AI algorithms may be flawed, datasets may be insufficient or of poor quality, and this may result in performance disruptions or errors. Overcoming these technical obstacles may prove to be impossible or impracticable, and the costs incurred may adversely affect our business revenue. In addition, we may be subject to potential legal liability or reputational harm if the determinations, recommendations, forecasts or analysis that our AI-RTE assists in generating are deficient or inaccurate.

Accordingly, if our AI-RTE does not function reliably, fails to meet expectations in terms of assisting with improving the speed, security, and efficiency of payment processing, or cannot be fully utilized due to increasing regulation or reputational concerns, we may be unable to provide the requisite services using our flagship product, and this may adversely impact our ability to effectively compete in the market. 

We rely on third parties to deliver our services to users on our platforms, and any disruption of or interference with our use of third parties could adversely affect our business, financial condition, and results of operations.

As a provider of a comprehensive range of professional services, sale of software and maintenance licenses, and the sale of hardware, operating across different markets in Greater Southeast Asia, we rely on third parties to deliver our services to users on our platforms. Any disruption of or interference with our use of these third parties could adversely affect our business, financial condition, and results of operations.

In particular, we rely heavily on Amazon Web Services (“AWS”) as our primary cloud services provider for hosting our websites and data. Services provided to us by AWS include, but are not limited to, storage, networking and database management. Our relationship with AWS is governed by their standard customer agreement (the “AWS Agreement”). The AWS Agreement will remain in effect until terminated by either party in accordance with the agreement. AWS can change or discontinue services provided under the AWS Agreement from time to time, provided that they provide twelve months’ prior notice if such changes are material (except in certain situations, such as if such notice period would be economically or technically burdensome or cause AWS to violate legal requirements). AWS can also modify the AWS Agreement at any time by posting a revised version of the customer agreement or standard terms of service on their website or by notifying us, provided that they provide at least ninety days’ advance notice of any adverse changes.

This reliance on AWS exposes us to various risks, including:

While we have in the past been able to renew our customer agreement with AWS and expect to continue to do so in the future, there can be no assurance that we can continue to renew the AWS Agreement on commercially favorable terms, or at all, or if the AWS Agreement is not terminated early pursuant to its terms. While we have adopted technologies that work across all major cloud infrastructure platforms, the process of transferring data and systems between providers would likely be time-consuming and complex, and there is no guarantee that this could be done seamlessly or without disruption to our operations. Any disruption of, or interference with, our use of AWS or other third-party service providers could result in interruptions to our services, increased costs, reputational damage, loss of user trust and potential legal liabilities, all of which may adversely impact our business, financial condition and results of operations.

Our use of open-source software could adversely affect our ability to offer our platforms and services and subject us to costly litigation and other disputes.

We utilize open-source software and merge it with our own custom-developed stacks in various aspects of our platforms and services. By employing this multi-layered approach, we take the view that risk is minimized as, inter alia, we are better able to: (1) have control over the core functionality of the software as the Company’s custom-developed stacks form the core of solutions which enhances the security of the critical functionalities; (2) actively monitor the open-source components for vulnerabilities by conducting a quarterly review of the list of libraries used in by our internal software, which allows the Company to tailor the software to suit their specific needs, meet industry standards from a compliance perspective, and monitor the libraries for the prompt implementation of the patches should the need arise; and (3) minimize the risk of cybersecurity threats through the additional layer of complexity in the software. Notwithstanding the above, the use of the relevant open-source software may nonetheless inadvertently expose us to risks that could adversely impact our ability to operate our platforms and subject us to costly litigation and other disputes.

In the event of noncompliance with open-source licensing terms or copyleft restrictions, we may be required to release the source code of our proprietary software, reengineer our platforms and services, or discontinue the use of certain software components, any of which could result in significant costs and disruptions to our business. Additionally, defending against potential legal claims or disputes relating to open-source software may consume valuable resources and divert the attention of our management and technical personnel. These factors could adversely affect our business, financial condition, and results of operations.

In order to remain competitive and to continue to increase our revenues and earnings, we intend to continually and quickly update our services, a process that could result in higher costs and the loss of revenues, earnings and customers if the new services do not perform as intended or are not accepted in the marketplace.

As part of the provision of our professional services, we compete in the payments technology industry which is characterized by rapid technological change, new product introductions, evolving industry standards and changing customer needs. In order to remain competitive, we are continually involved in a number of projects, including the development of new platforms, payment processing capabilities, new cross-border workflow and other new offerings emerging in the payments technology industry. These projects carry the risks associated with any development effort, including cost overruns, delays in delivery and performance problems. Based solely on our market observations, in the payments technology markets, these risks are even more acute. Any delay in the delivery of new services or the failure to differentiate our services could render our services less desirable to customers, or possibly even obsolete. Furthermore, as the market for alternative payment processing services evolves, it may develop too rapidly or not rapidly enough for us to recover the costs we have incurred in developing new services targeted at this market.

In addition, certain of the services we deliver to the payments technology market are designed to process very complex transactions and deliver reports and other information on those transactions, all at very high volumes, processing speeds while maintaining transaction integrity and accurate reconciliation. Any failure to deliver an effective and secure product or any performance issue that arises with a new product or service could result in significant processing or reporting errors or other losses. We rely in part on third parties, including some of our competitors and potential competitors, for the development of and access to new technologies. As a result of these factors, our development efforts could result in higher costs that could reduce our earnings in addition to a loss of revenues and earnings if promised new services are not delivered timely to our customers or do not perform as anticipated.

Use of our digital payment solutions for illegal activities or improper purposes could harm our business.

We cannot ensure that our users will not attempt to use the payments platform developed by us for our customers for illegal activities or improper uses, including money laundering, terrorist financing, sanctions evasion, illegal online gambling, fraudulent sales of goods or services, illegal telemarketing activities, illegal sales of prescription medications or controlled substances, piracy of software, movies, music, and other copyrighted, trademarked or digital goods, bank fraud, child pornography, human trafficking, prohibited sales of alcoholic beverages or tobacco products, securities fraud, pyramid or Ponzi schemes, or the facilitation of other illegal or improper activity. Moreover, certain activity that may be legal in one jurisdiction may be illegal in another jurisdiction, and a merchant may be found responsible for intentionally or inadvertently importing or exporting illegal goods, resulting in liability for us. Owners of intellectual property rights or government authorities may seek to bring legal action against providers of payments solutions that are peripherally involved in the sale of infringing or allegedly infringing items by a user. Further, measures to prevent and detect illegal activities that may occur on the payments platforms of commercial partners may require continuous improvement and may not be effective in detecting and preventing illegal activity or improper uses.

Any illegal or improper uses of our payments platform or failure by us to detect or prevent illegal or improper activity by our users may subject us to claims, individual and class action lawsuits, and government and regulatory requests, inquiries, or investigations that could result in liability, restrict our operations, impose additional restrictions or limitations on our business or require us to change our business practices, harm our reputation, increase our costs, and negatively impact our business.

If we do not accurately predict, prepare for, and respond promptly to rapidly evolving technological and market developments and successfully manage product and subscription introductions and transitions to meet changing end-customer needs in the security market, our competitive position and prospects will be harmed.

Cybersecurity is another professional service that we provide. In cyberspace, the digital security market has grown quickly and is expected to continue evolving rapidly. Moreover, many of our customers operate in markets characterized by rapidly changing technologies and business plans, which require them to add numerous network access points and adapt increasingly complex enterprise networks, incorporating a variety of hardware, software applications, operating systems, and networking protocols. If we fail to accurately predict customers’ changing needs and emerging technological trends in the enterprise security industry, including in the areas of mobility, virtualization, cloud computing, and software defined networks (“SDN”), our business could be harmed. The technology in our platform is especially complex because it needs to effectively identify and respond to new and increasingly sophisticated methods of attack, while minimizing the impact on network performance. While we mainly use the cloud services as a replacement for hardware architectures, subject to the requests of our clients, some of our new platform features and related platform enhancements may require us to develop new hardware architectures that involve complex, expensive, and time-consuming research and development processes. The development of our platform is difficult and the timetable for commercial release and availability is uncertain as there can be long time periods between releases and availability of new platform features. Further, there is rapid evolution with the emergence of new standards, technologies, and regulations. If we experience unanticipated delays in the availability of new products, platform features, and subscriptions, and fail to meet customer expectations for such availability, our competitive position and business prospects will be harmed.

Additionally, we must commit significant time and resources to developing new platform features before knowing whether our investments will result in products, subscriptions, and platform features the market will accept. Unexpected technical challenges may also arise. The success of new platform features depends on several factors, including appropriate new product definition, differentiation of new products, subscriptions, and platform features from those of our competitors, and market acceptance of these products, services, and platform features. Moreover, successful new product introduction and transition depends on a number of factors including, our ability to manage the risks associated with new product production ramp-up issues, the availability of application software for new products, the effective management of purchase commitments and inventory, the availability of products in appropriate quantities and costs to meet anticipated demand, and the risk that new products may have quality or other defects or deficiencies, especially in the early stages of introduction. There can be no assurance that we will successfully identify opportunities for new products and subscriptions, develop and bring new products and subscriptions to market in a timely manner, or achieve market acceptance of our products and subscriptions, or that products, subscriptions, and technologies developed by others will not render our products, subscriptions, or technologies obsolete or noncompetitive.

Our business is dependent on the maintenance of relationships between our partners and our customization and implementation of solutions to achieve their desired objectives.

As of the date of this prospectus, we partner with providers like Google Asia Pacific Pte. Ltd., Trellix, and FutureX LP., who we believe each hold recognized international cybersecurity specifications. As a distributor and reseller of cybersecurity solutions, we implement and tailor our solutions to suit our clients’ needs through a structured approach designed to meet each client’s specific needs. We begin with a comprehensive assessment of the client’s infrastructure, processes, and regulatory requirements to identify vulnerabilities. Using our partnerships with leading cybersecurity providers and in-house expertise, we design customized solutions that integrate seamlessly into existing systems. These solutions undergo rigorous System Integration Testing (SIT) and User Acceptance Testing (UAT) to facilitate effectiveness and compatibility. Once deployed, we provide 24/7 monitoring, regular updates, and incident response for purpose of continuous protection. Additionally, we offer tailored training to equip clients with the knowledge and tools needed to manage their cybersecurity effectively. This approach supports the customization and security of our solutions making them scalable to adapt to evolving threats.

If any of our partners fail to maintain the quality or competitiveness of their solutions, or if our relationships with these partners deteriorate for any reason or no reason at all, our ability to provide effective cybersecurity solutions to our clients could be materially and adversely impacted. Accordingly, we may lose our current clients to our competitors and may fail to attract new clients that bring in similar revenue. As such, if we are unable to retain existing clients or attract new clients due to our inability to adequately customize and implement solutions to meet our client’s objectives, this may significantly and detrimentally impact our business, financial condition and results of operations.

Our business is dependent on the level of awareness of cybersecurity threats

Our business is substantially dependent on companies and governments recognizing the severity of the risks relating to cyber-attacks and that such attacks are not effectively prevented by legacy security solutions and IT infrastructure. Based solely on our market observation, the majority of spending on cybersecurity within the Southeast Asia region to date has been on threat protection products, such as network, endpoint and web security that are designed to stop threats from penetrating government and corporate networks including anti-virus software. Organizations that use these security products may believe that their existing security solutions and/or IT infrastructure are considered sufficient to safeguard the access to their sensitive business data. Premised on such notions, we believe they may continue to deprioritize cybersecurity services such as ours and allocate their budget towards threat protection products and may not adopt our vulnerability assessment and penetration testing services in addition to, or in lieu of, such traditional products.

We believe high visibility attacks on prominent companies, in particular, financial institutions have increased market awareness of the impact of advanced cyber-attacks on operations and help to provide an impetus for companies and governments to devote their resources to protecting against cyber-attacks, which includes engaging our vulnerability assessment and penetration testing services.

If the number of cyber-attacks were to decline, or companies or governments perceive that the general level of cyber-attacks have declined, our ability to attract new customers and expand our offerings within existing customers could be materially and adversely affected. A reduction, whether actual or perceived, in the cybersecurity threat landscape could adversely affect our business, financial condition and financial performance.

Our increasing focus on cloud-based services presents execution, competitive and compliance risks; the Company’s revenue growth may be materially adversely affected by our ability to develop cloud-based services and generate sufficient usage of such services.

A growing part of our business involves cloud-based services available across a spectrum of computing devices. We are devoting significant resources to provide AI solutions, cloud infrastructure, and other services to enterprises and individuals. At the same time, based solely on our market observation, our competitors are rapidly developing and deploying their cloud-based solutions and services. Pricing and delivery models are evolving. Further, we believe that devices and form factors influence how users access services in the cloud and sometimes the user’s choice of which suite of cloud-based services to use. Our success in cloud-based services strategy will depend on the level of adoption of our products and services. We may not establish a market share sufficient to achieve scale necessary to achieve our business objectives or recoup costs incurred to build and maintain infrastructure to support our cloud-based services. It is uncertain whether our strategies will attract the users or generate the revenue required to succeed. If we fail to generate sufficient usage of our new products and services, we may not grow revenue in line with the costs associated with infrastructure development and research and development investments. This may negatively and materially impact our results of operations and financial performance.

The development of cloud-based services is accompanied by regulatory compliance risks. However, the interpretation and application of relevant laws in the different countries are often uncertain and in flux, and any failure or perceived failure to comply with all applicable laws and regulations may result in legal proceedings or regulatory actions against us and could have a material adverse effect on our business and results of operations.

In the past, our peers have experienced data security and infrastructure stability issues arising out of their cloud services. Our cloud services may also encounter similar issues, which could have a material and adverse impact on our brand, operations, and financial performance.

System interruptions that impair access to our cloud or other technology infrastructure, could damage our reputation and results of operations.

The satisfactory performance, reliability and availability of our cloud infrastructure and other technology infrastructures are critical to our reputation and our ability to acquire and retain customers, as well as maintain adequate customer service levels. Further, our back-up services may process transactions more slowly and may not support all of our sites’ functionality.

We may also experience periodic system interruptions from time to time and any slowdown, interruption or performance failure of our cloud or other technology infrastructure could harm our business, reputation and our ability to acquire, retain and serve our customers, which could materially adversely affect our results of operations.

We provide service level commitments under some of our customer contracts. If we fail to meet these contractual commitments, we could be obligated to provide credits for future service and our business could suffer.

Certain of our commercial partner and customer agreements contain service level commitments. Due to the nature of the digital solutions, we may be required to provide service level support to our commercial partners and customers. As we have limited support resources available, we have segregated the type of support required into three levels, Level 1, Level 2 and Level 3 support as discussed in the section “Business – Quality Assurance”. It is recognized that the requested support that falls within Levels 1 and 2, would be performed by the commercial partner, the customer or the local partner as the software issues in Levels 1 and 2 are easily resolved, while Level 3 is more challenging. In the event that Level 3 support is required, the Company will provide this support due to the more complex nature of the problem.

Any failure or disruption to our infrastructure could potentially affect the performance of our digital solutions and the availability of services to our commercial partners and customers. We may encounter significant performance issues or downtime and should such events occur, we may be required to provide the affected commercial partners and customers with service credits for future use. In some instances, we offer complimentary support to rectify these issues rather than issuing refunds which, in the case of a complex issue, may result in even more time and resources spent, and we ultimately may not be able to resolve the issue, or may end up spending more time costs to resolve the issue than the issuance of a refund. If we do experience performance issues or downtime that exceeds our agreed service levels, our revenue, operational results, and financial condition could be adversely impacted.

Our actual or perceived failure to protect information provided by our users and commercial partners, or other confidential information, and to comply with the relevant laws and regulations could adversely affect our business, financial condition, and results of operations.

The protection of data is crucial to maintaining user trust and the confidence of our customers and commercial partners. As part of our business operations, we do not keep any of our commercial partners’ and customers’ information. The risk, however, may arise in relation to breaches in our source codes.

As we operate across various jurisdictions, both our subsidiaries and ourselves are subject to numerous laws and obligations related to cybersecurity and data protection. As we deploy our solutions primarily for financial institutions where security and data protection are paramount, any failure to comply with these requirements could significantly impact our business, financial condition, and operational results. Although we do not hold the ISO 27001 certification, which is an internationally recognized standard for information security management, we believe that our solutions meet the highest security standards to safeguard sensitive information effectively. Understanding that any failure to protect data due to factors like breaches, cyberattacks, or negligence could lead to reputational damage, loss of users and partners, regulatory penalties, and legal liabilities.

If we fail, or are perceived to fail, in protecting information provided by our users and commercial partners, or other confidential information, our business, financial condition and results of operations may be adversely affected.

Our business is subject to the risks of warranty claims, product returns, product liability, and product defects from real or perceived defects in our solutions or their misuse by our customers or third parties and indemnity provisions in various agreements potentially expose us to substantial liability for intellectual property infringement and other losses.

Warranties are provided as part of turnkey projects ranging from three months to twelve months based on market practices in respective countries and we may be subject to liability claims for damages related to errors or defects in our solutions. A material liability claim or other occurrence that harms our reputation or decreases market acceptance of our products may harm our business and the results of our operations. Provisions in our terms and conditions of sale do not cover our indemnification obligations and they may not fully or effectively protect us from claims as a result of federal, state, or local laws or ordinances, or unfavorable judicial decisions in Singapore or other countries. The sale and support of our products also entails the risk of product liability claims.

Additionally, our agreements with our commercial partners, customers and other third-parties typically include indemnification or other provisions under which we agree to indemnify or otherwise be liable to them for losses suffered or incurred as a result of claims regarding intellectual property infringement, breach of agreement, including confidentiality, privacy and security obligations, violation of applicable laws, damages caused by failures of our solutions or to property or persons, or other liabilities relating to or arising from our products and services, or other acts or omissions. These contractual provisions often survive termination or expiration of the applicable agreement. As we continue to grow, the possibility of these claims against us will likely increase.

If our commercial partners, customers or other third parties we do business with make intellectual property rights or other indemnification claims against us, we will incur significant legal expenses and may have to pay damages, license fees, and/or stop using the technology found to be in violation of the third-party’s rights. As such, we may also have to seek a license for the technology. However, as the relevant license required either may not be available on reasonable terms or may not be available at all, our operating expenses might either significantly increase our operating expenses or require us to restrict our business activities respectively. This may result in the restriction of our business activities. Further, we may also be required to develop alternative non-infringing technology, which could require significant effort and expense and/or cause us to alter our products and services, which could harm our business. In addition, we may also be required to provide large indemnity obligations for our solutions. This may negatively impact our business, results of operations, and financial conditions.

During the course of performing certain solution-related services and our professional services, our teams may have significant access to our customers’ networks and we cannot be sure that any employee may not take advantage of such access which may make our customers vulnerable to malicious activity by such employee. Any such misuse of our platforms could result in negative press coverage and negatively affect our reputation, which could result in harm to our business, reputation, and results of operations.

We maintain insurance to protect against certain claims associated with the use of our products, but our insurance coverage may not adequately cover any claim asserted against us. In addition, even claims that ultimately are unsuccessful could result in our expenditure of funds in litigation, divert management’s time and other resources, and harm our business and reputation. We offer our customers a limited warranty, ranging from three months to twelve months, subject to certain conditions, and our potential liability under this warranty is provided by our insurance carrier to us. Any failure or refusal of our insurance providers to provide the expected insurance benefits to us after we have paid the warranty claims would cause us to incur significant expense or cause us to cease offering this warranty which could damage our reputation, cause us to lose customers, expose us to liability claims by our customers, negatively impact our sales and marketing efforts, and have an adverse effect on our business, financial condition and results of operations.

We compete in a highly competitive and rapidly evolving market with a number of other companies, and we face the possibility of new entrants disrupting our market over time.

We compete in a highly competitive and rapidly evolving market. In respect of our professional services business comprising, inter alia, digital payments, cybersecurity, and our information technology infrastructure solutions business, we face competition for user growth and commercial partnerships from other technology companies in the same space. Some of our current competitors are established players and may possess more capital, have greater brand recognition or are able to offer a wider range of services, which they could use to gain an edge over us, including through strategic acquisitions. Further, we believe some of our current competitors such as ACI Worldwide Inc., Fidelity National Information Services Inc., Finastra Group Holdings Limited International Limited and Network for Electronic Transfers (Singapore) Pte Ltd are well established in the markets we exist in or are planning to enter and have pre-existing relationships with the financial institutions that we offer services to, which could make it difficult for us to land contracts with our target customer base. Moreover, we must also contend with the potential emergence of new competitors. These newcomers may enter the market with the ability to innovate and launch products and services more rapidly or to better predict and meet the demands of consumers or commercial partners.

To stay competitive with both current and future competitors, we may need to invest substantial resources into innovating and refining our AI-RTE to offer greater functionality, security, and efficiency. We may also need to form strategic partnerships with established companies to leverage their brand recognition as we continue to fine-tune our core competencies. To increase our market share, we will also have to devote significant resources to effectively target specific regional segments and RTP initiatives. Should any of our competitors prove to be more successful in attracting and retaining users or commercial partners, our business, financial condition, and results of operations could be significantly and negatively impacted.

Our business comprises project-based contracts and we may be unable to secure new contracts.

We operate in a competitive market where it is difficult to predict when or if we will be awarded contracts. In respect of our professional services business, our ability to generate revenue is to a large extent dependent on its ability to secure new contracts as the Group derives its revenue mainly from the provision of payment and cybersecurity solutions, which would entail the securing of new contracts. The Group generated most of its revenue from the payment, cybersecurity and digital solutions in FY2023 and FY2024. The revenue from FY2023 and FY2024 represented approximately 99% and 99% of the Company’s total revenue for the year ended December 31, 2023 and 2024, respectively. The remaining portion of the revenue were generated from a number of small projects and miscellaneous sales transactions, representing approximately 1% of the Company’s total revenue for the year ended 2023 and 2024.

However, there is no assurance that the Company will be able to secure new contracts of a similar value or profit margins in similar sectors to existing projects. If the Company is unable to secure such new contracts, its results of operations, profitability and financial condition may be adversely affected.

Our clients may delay in settlement of our bills, which may result in a material adverse impact on our business, financial conditions, and results of operations.

As at the 31 December 2024, our overdue trade receivables amounted to approximately S$191,766, representing 7% of our current assets. As a result, our business operations are subject to the risk of payment deferral by our clients. Our efforts in strengthening our trade receivables collection and management may be in vain and, we cannot assure you that we will be able to fully recover the outstanding amounts due from our clients, if at all, or that our clients will settle the amounts in a timely manner. If settlements by our clients are not made in full or in a timely manner, our business, financial conditions, and results of operations will be adversely affected.

The Company may encounter cost overruns or delays in its projects, which may materially and adversely affect its business, financial position, and results of operation.

The Company provides a comprehensive range of professional services such as payment, cybersecurity and digital services and solutions to its customers on a project-by-project basis and the terms of such projects normally require the Company to complete a project at a fixed fee. In this connection, the Company estimates the time and cost expected to be incurred in a project in order to determine its quotations to customers. The actual time taken, and cost incurred by the Company in completing its projects may be affected by various factors, including, among others, integration with third party suppliers’ products, technical difficulties, documentation readiness and other unforeseeable problems and circumstances. Any one of these factors could cause delays in project completion or cost overruns. There is no assurance that the actual time taken, and cost incurred will not exceed the Company’s estimation. Failure to meet the schedules of the projects may result in claims, other liabilities, and disputes with the Company’s customers or even termination of relevant projects. There is no guarantee that the Company would not encounter cost overruns or delays in its current and future projects. Should such problems occur, the Company’s business, financial position and results of operations would be materially and adversely affected.

Our ability to sell our solutions is dependent on the quality of our technical support services, and the failure to offer high-quality technical support services could have a material adverse effect on our customers’ satisfaction with our products and subscriptions, our sales, and our operating results.

Providing high-quality customer service and support is essential for fostering trust and loyalty among our commercial partners and customers. Poor customer service or inadequate support could reduce customer satisfaction, weaken our reputation, and harm our relationships with our commercial partners and customers.

After our solutions are deployed within our customers’ networks, our customers depend on our technical support services to resolve any issues relating to our solutions.

In addition to technical support, we utilize a dedicated account management, training programs, and a knowledge base. However, if we do not effectively assist our customers in deploying our solutions, succeed in helping our customers quickly resolve post deployment issues, or provide effective ongoing support, our ability to sell additional solutions to existing customers would be adversely affected and our reputation with potential customers could be damaged. We believe many larger enterprises and financial institution customers have more complex networks and require higher levels of support than smaller customers. If we fail to meet the requirements of these larger customers, it may be more difficult to execute our strategy to increase our coverage with financial institutions. Additionally, if we are shorthanded and do not effectively provide support to the satisfaction of our customers, we may be required to hire additional personnel and to invest in additional resources. It can take several months to recruit, hire, and train qualified technical support employees. We may not be able to hire such resources fast enough to keep up with unexpected demand, particularly if the sales of our products exceed our internal forecasts. As a result, our ability to provide adequate and timely support to our customers will be negatively impacted, and our customers’ satisfaction with our solutions will be adversely affected. Additionally, to the extent that we may need to rely on our sales engineers to provide post-sales support while we are ramping up our support resources, our sales productivity will be negatively impacted, which would harm our revenues.

While we invest in the continuous improvement of our technological infrastructure and customer service operations, including the training and development of customer service agents, streamlining our support processes, and implementing systems for monitoring and evaluating performance, these efforts may be resource intensive and may not guarantee the desired level of customer satisfaction. Our failure to provide and maintain high-quality support services could have a material adverse effect on our business, financial condition, and operating results.

Our current research and development efforts may not produce successful solutions that result in significant revenue, cost savings or other benefits in the near future, if at all.

Developing our solutions and related enhancements requires investment and such investments in research and development, particularly in enhancing our AI-RTE’s capabilities for real time payment, integration and interoperability, and security and compliance, may not result in significant design improvements or marketable solutions, or may result in solutions that are more expensive than anticipated. The potential increase in cost could be due to factors such as the recruitment of more experienced employees in the fields of AI and machine learning, investments in high-performance computing infrastructure, access to high quality data sets, and the regular conduct of security audits and obtaining industry-recognized security certifications.

Additionally, we may not achieve the cost savings or the anticipated performance improvements we expect, and we may take longer to generate revenue, or generate less revenue, than we anticipate. We believe that we may continue to dedicate a significant amount of resources to our research and development efforts to attain adaptability in the ever changing software development landscape. However, we may not receive significant revenue from these investments in the near future, if at all, or these investments may not yield the expected benefits, either of which could adversely affect our business and operating results.

If we continue to grow in the future and fail to manage our growth effectively, our brand, business, financial condition, and results of operations could be adversely affected.

We intend to invest in infrastructure, technology, and human resources, as well as implement appropriate financial and operational controls. We believe this investment will require our ability to: anticipate market trends, adapt our product and service offerings based on the needs of our commercial partners, and maintain strong relationships with commercial partners. As our operations expand, we believe we will face increased challenges in maintaining the quality and efficiency of our services, managing our resources, and adapting to evolving market demands, and greater risks with respect to overextension of resources, loss of strategic focus and dilution of our company culture. Additionally, we may encounter difficulties in integrating acquired businesses, entering new markets, and navigating diverse regulatory environments. If we are unable to manage our growth effectively, we could experience reduced user satisfaction and loss of market share, and our brand, business, financial condition, and results of operations could be materially and adversely impacted.

We may need to raise additional capital to grow our business or satisfy our liquidity requirements and may not be able to raise additional capital on terms acceptable to us, or at all.

Our primary source of liquidity has been cash generated from our core operating activities. As part of our growth strategies, we expect to continue to require additional capital in the future to cover our costs and expenses. However, we may be unable to obtain additional capital in a timely manner or on commercially acceptable terms, or at all.

Beyond our credit rating, our ability to obtain additional financing in the future is subject to a number of uncertainties, including those relating to:

As we continue to grow our business or as the relevant government policies change, we may not be able to rely on publicly funded loans which might impact our ability to obtain additional financing in the future.  Any failure by us to raise additional funds on terms favorable to us, or at all, could limit our ability to expand our business operations and could harm our overall business prospects.

We may be subject to complaints, litigation, arbitration proceedings, and regulatory investigations and inquiries from time to time.

From time to time, we may become subject to complaints, litigation, arbitration proceedings and regulatory investigations or inquiries with respect to, among other things, intellectual property, labor and employment, disputes with our commercial partners or competitors, and compliance with regulatory requirements and other matters. As our business continues to grow, we also may become subject to additional types of claims, lawsuits, government investigations and legal or regulatory proceedings. In addition, improper, illegal, or otherwise inappropriate conduct by our users, commercial partners, content, and channel partners or other third parties could also expose us to liability.

The results of any such complaints, litigation, arbitration proceedings and regulatory investigations or inquiries cannot be predicted with any degree of certainty. Any claims against us or any of our subsidiaries, whether meritorious or not, could be time-consuming, result in costly litigation, be harmful to our reputation, require significant management attention and divert significant resources. Determining reserves for pending litigation is a complex and fact-intensive process that requires significant subjective judgment and speculation. It is possible that one or more of such proceedings could result in substantial damages, settlement costs, fines and penalties that could adversely affect our business, financial condition, and results of operations. These proceedings could also result in sanctions, consent decrees, injunctions or other orders requiring a change in our business practices. Any of these consequences could adversely affect our business, financial condition, and results of operations. Furthermore, under certain circumstances, we may be required to incur legal expenses on behalf of our business and commercial partners and current and former directors and officers.

Claims by others that we infringe their proprietary technology, or other rights could harm our business.

We believe companies in the payments and cybersecurity industry own large numbers of patents, copyrights, trademarks, domain names, and trade secrets and frequently enter into litigation based on allegations of infringement, misappropriation, or other violations of intellectual property or other rights. Such third-party companies may in the future assert claims of infringement of intellectual property rights against us.

Third-parties may also assert such claims against our customers or channel partners, which our agreements may obligate us to indemnify against claims that our products and subscriptions infringe the intellectual property rights of third parties. In addition, to the extent we hire personnel from competitors, we may be subject to allegations that they have been improperly solicited, that they have divulged proprietary or other confidential information, or that their former employers do not own their inventions or other work product. Furthermore, we may be unaware of the intellectual property rights of others that may cover some or all of our technology or products. As the number of products and competitors in our market increases and overlaps occur, infringement claims may increase. While we intend to increase the size of our patent portfolio, our competitors and others may now and in the future have significantly larger and more mature patent portfolios than we have. In addition, litigation may involve patent holding companies or other adverse patent owners who have no relevant product revenue and against whom our own patents may therefore provide little or no deterrence or protection. In addition, we have not registered any trademarks and failure to secure those registrations could adversely affect our ability to enforce and defend our trademark rights. Any claim of infringement by a third-party, even those without merit, could cause us to incur substantial costs defending against the claim, could distract our management from our business, and could require us to cease use of such intellectual property. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation. A successful claimant could secure a judgment, or we may agree to a settlement that prevents us from distributing certain products or performing certain services or that requires us to pay substantial damages, royalties, or other fees. Any of these events could seriously harm our business, financial condition, and operating results.

Our proprietary rights may be difficult to enforce or protect, which could enable others to copy or use aspects of our products without compensating us.

Our intellectual property is mainly grounded on the maintenance of a sturdy knowledge bank, which includes but is not limited to, the accumulation of knowledge, skills and experience. As the Company operates in several jurisdictions, the costs associated with obtaining and enforcing any trademarks may be significant. Further, even if we have registered any trademark, there is no guarantee that such registered trademark can be renewed. Failure to renew, register or otherwise protect any trademarks could negatively affect the value of our brand names and our ability to use those names in certain geographical areas and allow our competitors to take advantage of the lapse by using such trademarks in competition, both of which could have a material and adverse effect on our business, financial condition, and results of operations.

Notwithstanding the above, we may still file applications to protect aspects of our intellectual property rights, should we deem it necessary, in the future. In addition, we will continue to evaluate our intellectual property strategy to determine the best course of action to protect our intellectual property rights.

Further to the above, in spite of the complexity of our source code and the tailored nature of our solutions and despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products or subscriptions or obtain and use information that we regard as proprietary. We generally enter into agreements such as, inter alia, employment contracts, non-disclosure agreements, service agreements and product agreements containing confidentiality clauses with our employees, consultants, vendors, and customers, and typically limit access to and distribution of our proprietary information. However, we cannot be certain that we have entered into such agreements with all parties who may have or have had access to our confidential information or that the agreements we have entered into will not be breached. We cannot guarantee that any of the measures we have taken will prevent misappropriation of our technology or proprietary information. If we are unable to protect our proprietary rights (including aspects of our software and products protected other than by patent rights), we may find ourselves at a competitive disadvantage to others who need not incur the additional expense, time, and effort required to create the innovative products that have enabled us to be successful to date. Moreover, any changes in, or unexpected interpretations of, the intellectual property laws in any country or region in which we currently operate or may operate in the future may compromise our ability to apply for and thereafter enforce our intellectual property and proprietary rights. Such events would have a material adverse effect on our business, financial condition, and operating results.

Our ability to attract, train and retain executives and other qualified employees is critical to our business, results of operations and future growth.

We face intense competition for talent across all functional aspects. Several factors contribute to the risks associated with talent acquisition and retention, including, but not limited to:

Failure to effectively manage these risks and challenges could result in a diminished ability to execute our business strategies, innovate, and respond to market demands, which may adversely affect our competitive position, business, financial condition, and results of operations.

Our future international expansion could subject us to additional costs and risks, and such plans may not be successful.

Our capacity for continued growth depends in part on our ability to expand our operations into and compete effectively in new markets. Entering new markets may require significant investment in resources, including time, capital, and human resources. We may incur significant investments in resources, including time, capital, and human resources. We may incur significant operating expenses and may not be successful in our international expansion for a variety of reasons, including:

Each market we may seek to evaluate to enter presents unique characteristics and operating environments that may differ significantly from our current markets, posing challenges to the successful replication of our business model and strategies. If our international expansion efforts do not yield the desired results or if we fail to manage the risks and challenges associated with entering new markets, our brand, business, financial condition, and results of operations could be adversely affected.

Acquisitions or strategic investments that we may pursue may not be successful or yield the intended benefits and could disrupt our business and harm our financial condition.

Whilst we have yet to pursue any acquisitions or strategic investments, we may pursue acquisitions or strategic investments to enhance our business capabilities, expand our product offerings. However, such acquisitions or investments may not be successful or yield the intended benefits, and they could disrupt our business and harm our financial condition.

Acquisitions and strategic investments entail a variety of risks and challenges, including, but not limited to:

If we fail to manage these risks and challenges effectively, our future acquisitions or strategic investments may not contribute positively to our growth, and our business, financial condition and results of operations could be adversely affected. Furthermore, any negative publicity or perception surrounding these transactions could damage our reputation and brand, potentially impacting our ability to retain and attract users, commercial partners, and employees.

Our business could be adversely affected by natural disasters, political conflicts, or other unexpected events.

Any significant natural disaster, such as an earthquake, fire, hurricane, tornado, flood, or significant power outage, could disrupt our operations, mobile networks, the internet, or the operations of our third-party technology providers. In addition, any unforeseen political conflicts, such as terrorist attacks, military actions and other political instability or catastrophic events in the jurisdictions in which we operate could adversely affect our operations, the overall economy and investor sentiment with respect to personal finance products. The impact of these disruptions could adversely affect our business, financial condition, and results of operations.

As we grow our business, the need for business continuity planning and disaster recovery plans will grow in significance. If we are unable to develop adequate plans to ensure that our business functions continue to operate during and after the aforementioned events and successfully execute on those plans, our business, financial condition and results of operations could be harmed.

We may not be able to obtain or maintain adequate insurance coverage.

We maintain insurance to cover costs and losses from certain risk exposures in the ordinary course of our operations. At present, we have Professional Indemnity Insurance coverage, however insurance policy does not cover 100% of the costs and losses from the events that they are intended to insure against. We are responsible for certain retentions and deductibles that vary by policy, and we may suffer losses that exceed our insurance coverage by a material amount. We also may incur costs or suffer losses arising from events which we have no insurance coverage. There are certain losses, including, but not limited to, losses from floods, fires, earthquakes, wind, pollution, certain environmental hazards, security breaches, litigation, regulatory action, and other events for which we may not be insured, because it may not be deemed economically feasible or prudent to do so, among other reasons. In addition, large-scale market trends or the occurrence of adverse events in our business may raise our cost of procuring insurance or limit the amount or type of insurance we are able to secure. We may not be able to maintain our current coverage or obtain new coverage in the future (including, but not limited to, coverage for our directors and executive officers), on commercially reasonable terms, or at all. Any losses resulting from a lack of insurance coverage could adversely affect our business, financial condition, and results of operations.

Our business is subject to legal and regulatory risks that could have a material and adverse impact on our business, financial condition, and results of operations.

As a provider of payment, cybersecurity and digital services and solutions, our business operates in a highly regulated environment, and we must comply with numerous laws, regulations and guidelines that govern consumer protection, data localization, data portability, cybersecurity, anti-money laundering, anti-trust, foreign ownership restrictions and other aspects of our operations. These requirements may vary across jurisdictions, and our compliance obligations may change over time as new regulations are introduced or existing ones are amended. There is no guarantee that our compliance efforts will be sufficient to prevent non-compliance or the associated adverse effects and any failure to comply with applicable legal and regulatory requirements may result in fines, penalties, sanctions, litigation, and reputational damage. In addition, non-compliance may lead to increased scrutiny from regulatory authorities and heightened expectations for future compliance, potentially increasing the costs and complexity of our operations.

Furthermore, the laws and regulations governing our business operations are subject to frequent changes and varying interpretations by regulatory authorities, and such changes may include more stringent licensing requirements, increased regulatory scrutiny, additional reporting obligations, or the imposition of new taxes or fees. These changes could increase our compliance costs, restrict our ability to place certain products or services on our platforms, require us to make significant changes to our business practices or limit our ability to enter new markets or expand our operations, which could adversely impact our competitive position and our ability to plan and execute our business strategies effectively and may also affect the perceptions and decisions of our users and commercial partners, leading to reduced demand for our services or increased competition from other providers who may be subject to different regulatory requirements.

COVID-19 and other pandemics, epidemics or public health threats may adversely affect our business, financial condition and results of operations.

The COVID-19 pandemic, its broad impact, and measures taken to contain or mitigate the pandemic had, and may continue to have, significant negative effects on the global economy, employment levels, employee productivity and certain aspects of the financial markets. This, in turn, had and may continue to have a negative impact on our users, their creditworthiness and demand for our products and services, the financial strength of our commercial partners, and our profitability, access to credit and ability to operate our business. In particular, this may have led to a slowdown in spending on infrastructure technology.

While COVID-related restrictions have largely been lifted in the markets in which we operate, measures used by government authorities to contain the spread of COVID-19 and other pandemics, epidemics or public health threats are often implemented unpredictably at short notice and can operate for extended periods. With the emergence and spread of new variants, we are unable to predict whether local governments will reimpose restrictive measures and the consequential impact on economies.

From time to time, our Company may require additional financing for the operations of our business, our potential businesses and products or as investments in our research and development. However, our access to and the availability of financing on acceptable terms may also be adversely impacted by pandemics, epidemics, or public health threats. Any continuing effects of, or prolonged reemergence from, pandemics, epidemics or public health threats could have a material adverse effect on our business, financial condition, and results of operations.

Our business depends on a strong reputation and brand, and any failure to maintain, protect and enhance our brand could have a material adverse effect on our business, financial condition, and results of operations.

Our business is dependent on maintaining a strong reputation and brand, which is crucial for attracting and retaining users and commercial partners and facilitating growth in our market share. Maintaining our brand reputation requires continuous investment in marketing and public relation strategies, user experience and customer support, as well as a commitment to appropriate business practices and compliance with relevant laws and regulations. However, our brand may be adversely affected by factors beyond our control, such as security breaches, incidents involving our platforms, our commercial partners, content and channel partners and other third-party service providers, negative publicity or media coverage about our Company, shareholders, commercial partners, content and channel partners and other participants in the personal finance and insurance industry, or regulatory investigations and litigation. Additionally, our brand may be vulnerable to risks associated with rapid expansion, including the challenges of maintaining consistent quality standards and adapting to local market preferences.

Failure to maintain, protect and enhance our brand could lead to a loss of users and commercial partners, reduced user engagement and diminished market share, which in turn could have a material adverse effect on our business, financial condition, and results of operations.

We may fail to obtain, maintain, or renew the requisite licenses and approvals.

Our business may be subject to various licensing and approval requirements, however, relevant laws and regulations in certain jurisdictions as well as their interpretations, may be unclear, which makes it difficult for us to assess which licenses and approvals are necessary for our business and to ascertain the process required for obtaining such licenses. As such, we cannot assure you that the relevant government authorities, which often have broad discretion in interpreting and implementing these laws and regulations, will not take a contrary position. In addition, new laws or regulations may be introduced to impose additional government approval, license and permit requirements, and there is no guarantee that we will be able to comply with these additional requirements.

In the event that we obtain licenses in the future, maintaining or renewing the licenses and approvals may require significant time and financial resources, which could divert our focus from strategic initiatives and increase our operational costs, and requirements for maintaining and renewing these licenses and approvals are complex and may be subject to change. Further, there is no guarantee that we may be able to renew these licenses in a timely manner. Regulatory authorities also may impose conditions on our licenses or approvals, which could restrict our ability to operate or grow our business, limit our ability to attract and retain users and commercial partners, impact our competitiveness, and ultimately harm our financial performance. Due to these factors or other circumstances beyond our control, we may fail to maintain or renew the requisite licenses and approvals for our operations.

Failure to secure or maintain the necessary licenses and approvals may result in fines, penalties, or other sanctions. Additionally, it could necessitate the modification or discontinuation of our services in certain jurisdictions, which may adversely affect our business, financial condition, and results of operations.

Changes in, or failure to comply with, competition laws or regulations could adversely affect us.

We are subject to competition laws in each of the markets we operate in. Our market position may subject us to heightened scrutiny from the relevant government authorities and as such we could be subject to fines or penalties, lose credibility with regulators, be subject to other administrative sanctions or otherwise incur expenses and diversion of management attention or other resources if regulators choose to investigate us or find that we have not made required notifications or filings in connection with our proposed listing.

In addition, any new requirements or restrictions, or proposed requirements or restrictions, could limit our ability to pursue future acquisitions, divestures or combinations, cause us to re-evaluate previous acquisitions, combinations or restructurings, subject us to significant fines, penalties or antitrust allegations from third parties, or require us to modify our operations, such as limitations on our contractual relationships with our users, restrictions on our pricing models or divesture of certain of our assets.

We are subject to various laws with regard to anti-corruption, anti-bribery, anti-money laundering and countering the financing of terrorism and have operations in certain countries known to experience high levels of corruption. There can be no assurance that failure to comply with any such laws would not have a material adverse effect on us.

We are subject to anti-corruption, anti-bribery, anti-money laundering and countering the financing of terrorism laws in the jurisdictions in which we do business and may also be subject to such laws in other jurisdictions under certain circumstances.

Under applicable anti-bribery and anti-corruption laws, we could be held liable for acts of corruption and bribery committed by third-party business partners, representatives and agents who acted, or may have purported to act, on our behalf. We and our employees, consultants, content and channel partners, commercial partners or other business partners, representatives and agents may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities. Similarly, we are subject to the risk that we could be held liable for, or be inadvertently involved in, the violation of anti-corruption laws, by these parties and their respective employees, representatives, contractors and agents, notwithstanding that we do not authorize or have control over such activities. In addition, our activities in certain countries with high levels of corruption enhance such risks. There is no guarantee that any policies and procedures we have or may adopt are or will be fully effective at all times.

Any violation of applicable anti-bribery, anti-corruption, and anti-money laundering and countering the financing of terrorism laws could result in whistleblower complaints, adverse media coverage, harm to our reputation and brand, investigations, imposition of significant legal fees and criminal or civil sanctions, suspension of or restrictions on our business operations, diversion of management’s attention or other adverse consequences, any or all of which could have a material and adverse effect on our business, financial condition and results of operations.

We could face uncertain tax liabilities in various jurisdictions in which we operate, which could adversely impact our operating results.

We collectively operate in multiple tax jurisdictions and pay income taxes according to the tax laws of those jurisdictions and as such our tax liabilities could be uncertain. Such uncertainty could cause us to suffer adverse tax and other financial consequences if tax authorities do not agree with our interpretation of the applicable tax laws. Various factors, some of which are beyond our control, determine our effective tax rate and/or the amount we are required to pay, including changes in tax laws in any given jurisdiction or their interpretations and changes in the geographical allocation of our income. We accrue income tax liabilities and tax contingencies based upon our best estimate of the taxes ultimately expected to be paid after considering our knowledge of all relevant facts and circumstances, existing tax laws, our experience with previous audits and settlements, the status of current tax examinations and how the tax authorities view certain issues. Such amounts are included in income taxes payable or deferred income tax liabilities, as appropriate, and are updated over time as more information becomes available. In addition, it is possible that the relevant tax authorities in the jurisdictions where we do not file returns may assert that we are required to file tax returns and pay such taxes in such jurisdictions. There can be no assurance that our subsidiaries will not be taxed in multiple jurisdictions in the future, and any such taxation in multiple jurisdictions could adversely affect our business, financial condition, and results of operations.

We have been and may, from time to time, be subject to inquiries or audits from tax authorities of certain jurisdictions. We cannot be certain that tax authorities will agree with our interpretations of the applicable tax laws, or that they will resolve any inquiries in our favor. To the extent the relevant tax authorities do not agree with our interpretation, we may seek to enter into settlements with the tax authorities, which may require significant payments and may adversely affect our results of operations or financial condition. While we may appeal against the tax authorities’ determinations to the appropriate governmental authorities, we cannot be sure we will prevail. If our appeal does not prevail, we may have to make significant payments or otherwise record charges that could adversely affect our results of operations, financial condition, and cash flows. Similarly, any adverse or unfavorable determinations by tax authorities on pending inquiries could lead to increased taxation on us, harm our reputation and adversely affect our business, financial condition, and results of operations.

Our management team has limited skills and experience related to managing a public company.  

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

RISKS RELATED TO THE JURISDICTIONS IN WHICH WE OPERATE

Our international operations subject us to increased risks, which could harm our business.

Our international operations generate a significant portion of our net revenues, representing 87% of our net revenue. Our international operations subject us to significant challenges, uncertainties, and risks, including local regulatory, licensing, reporting, and legal obligations; costs and challenges associated with operating in markets in which we may have limited or no experience, including effectively localizing our products and services and adapting them to local preferences; difficulties in developing, staffing, and simultaneously managing a large number of varying foreign operations as a result of distance, language, and cultural differences and in light of varying laws, regulations, and customs; differing employment practices and the existence of works councils; difficulties in recruiting and retaining qualified employees and maintaining our company culture; fluctuations in foreign currency exchange rates; exchange control regulations; profit repatriation restrictions; potential tariffs, sanctions, fines, or other trade barriers or restrictions; import or export regulations; compliance with foreign anti-bribery, anti-corruption, sanctions, anti-money laundering and counter-terrorist financing laws and regulations; the interpretation and application of laws of multiple jurisdictions; and national or regional political, economic, or social instability.

Our international operations also may heighten many of the other risks described in this “Risk Factors” section. Any violations of the complex foreign laws, rules and regulations that may apply to our international operations may result in lawsuits, enforcement actions, criminal actions, or sanctions against us and, our directors, officers, and employees; prohibit or require us to change our business practices; and damage our reputation. There can be no assurance that our employees, contractors, or agents will not violate our policies. These risks are inherent in our international operations, may increase our costs of doing business internationally, and could materially and adversely affect our business.

We are exposed to fluctuations in our operations in foreign jurisdictions, including changes in currency exchange rates and we may be subject to restrictions on foreign ownership in certain jurisdictions.

We operate across various markets in Greater Southeast Asia. Our transactions are only conducted, and our financial statements are only presented in USD or SGD. As a result, changes in the value of the USD or SGD relative to the SGD or USD respectively, could have a material impact on our financial results. Furthermore, our operations in different jurisdictions introduce additional layers of complexity. For example: fluctuations in foreign currency exchange rates can impact the value of our revenues and expenses, global economic downturns, political and social unrest, and variations in technological infrastructure across markets can all disrupt our international business and impact overall performance and changes to regulations in specific countries may require additional compliance efforts and costs.

Fluctuations in foreign currency exchange rates, which are affected by factors beyond our control, such as changes in economic and political conditions, monetary policies, and global market trends, can be volatile and could result in increased operating costs, reduced revenue, and lower profitability. However, there can be no assurance that these hedging activities will be effective in protecting us against adverse currency movements. To the extent that we are unable to manage or mitigate the risks associated with currency fluctuations, our business, financial condition and results of operations could be adversely affected.

As at the date of this prospectus we believe that our operations in Brunei and Singapore are not subject to foreign ownership restrictions insofar as we, a Singapore incorporated company, will be able to purchase land. However, government authorities have significant discretion in interpretating and implementing these laws and regulations, and there can be no assurance that the relevant authorities would take the same position as we do. In addition, the foreign ownership laws, and regulations in each of our markets and their interpretations render our arrangements invalid, we may face a range of consequences, including civil and criminal penalties against our subsidiaries and their shareholders, monetary penalties and restrictions or suspension on operations, and we may be required to reorganize our ownership arrangements in these markets. Any of the foregoing could have a material adverse effect on our business, financial condition, and results of operations.

Developments in the social, political, regulatory, and economic environment in Brunei, Cambodia, Malaysia, and Singapore may have a material adverse impact on us.

As of the date of this prospectus, we have engaged external independent contractors in both Cambodia and Malaysia to form our business development and engineering teams respectively to conduct most of our development work. In addition, as of the date of this prospectus we have engaged eight employees in Singapore to form our core management team with a focus on the provision of our professional services. While we are actively engaging potential commercial partners, in the year ended December 31, 2024, we generated approximately 25%, 50%, 0%, and 25% of our total revenue from the Brunei, Cambodian, Malaysian and Singapore markets. In consideration of the foregoing, we note our business, financial condition and results of operations may be adversely affected by social, political, regulatory, and economic developments and uncertainties in Brunei, Cambodia, Malaysia, and Singapore such as risks of war, terrorism, nationalism, nullification of contracts, changes in interest rates, imposition of capital controls and changes in methods of taxation.

Foreign exchange controls may affect the repatriation of dividends or distributions from our overseas businesses.

There are foreign exchange policies in Malaysia which entail the monitoring of capital flows into and out of the country in order to preserve its financial and economic stability. The foreign exchange policies are administered by the Foreign Exchange Administration, an arm of Bank Negara Malaysia which is the central bank of Malaysia. The foreign exchange policies are administered by the Foreign Exchange Administration, an arm of Bank Negara Malaysia which is the central bank of Malaysia. The foreign exchange policies monitor and regulate both residents and non-residents. Under the current Notices on Foreign Exchange Administration Rules issued by Bank Negara Malaysia, non-residents are free to repatriate any amount of funds in Malaysia at any time, including capital, divestment proceeds, profits, dividends, rental, fees, and interest arising from investment in Malaysia, subject to the requirement that such repatriation must be made in foreign currency and in accordance with the applicable reporting requirements and withholding tax. In the event Bank Negara Malaysia were to introduce more restrictive or additional foreign exchange controls in the future, our ability to repatriate dividends or distributions from our subsidiary in Malaysia may be affected.

We believe there is a lack of sophistication of the regulatory landscape and customer awareness on the evaluation criteria for selection of cybersecurity service providers in Brunei, Cambodia, and Malaysia.

We believe the regulatory landscape and the level of customer awareness in Brunei, Cambodia, and Malaysia on the evaluation criteria for selection of cybersecurity service providers lack sophistication compared to other developed nations. For example, the National Cyber Security Centre of the United Kingdom (NCSC) has implemented a scheme known as the IT Health Check Service (ITHC) under which only companies approved by the NCSC can conduct authorized penetration tests of public sector and critical national infrastructure systems and networks. While it is acknowledged that countries such that Brunei and Malaysia have local laws enacted in a bid to manage cyberattacks and raise customer awareness, it still may not be sufficient. In contrast, there are currently no detailed local guidelines or regulatory standards for assessing the credibility and track record of cybersecurity players in the local cybersecurity market in Cambodia. As a result, customers are often left to their own devices to conduct due diligence on their cybersecurity service providers. Therefore, there is no assurance that we will be able to successfully differentiate ourselves in the local cybersecurity market and leverage on the cybersecurity accreditations held by our own Group and employees, which could affect our business, financial condition, and financial performance.

RISKS RELATED TO OUR SECURITIES AND THIS OFFERING

We will incur additional costs as a result of becoming a public company, which could negatively impact our net income and liquidity.

Upon completion of this offering, we will become a public company in the United States. As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act of 2002 and rules and regulations implemented by the Securities and Exchange Commission and [NYSE American] require significantly heightened corporate governance practices for public companies. As a result, we expect these rules and regulations to increase our legal, accounting and financial compliance costs and make many corporate activities more time-consuming and costly.

We do not expect to incur materially greater costs as a result of becoming a public company than those incurred by similarly sized U.S. public companies. If we fail to comply with these rules and regulations, we could become the subject of a governmental enforcement action, investors may lose confidence in us and the market price of our Class A Ordinary Shares could decline.

As a public company, we expect to incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act of 2002 and rules subsequently implemented by the Securities and Exchange Commission and the [NYSE American] impose various requirements on the corporate governance practices of public companies. As a company with less than US$1.235 billion in net revenues for our last financial year, we qualify as an “emerging growth company” pursuant to the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other generally applicable requirements that are otherwise applicable generally to public companies. 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 and permission to delay adopting new or revised accounting standards until such time as those standards apply to private 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 expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 and the other rules and regulations of the Securities and Exchange Commission. We also expect that operating as a public company will make it more difficult and expensive for us to obtain director and officer liability insurance. We may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. In addition, we will incur additional costs associated with our public company reporting requirements. It may also be more difficult for us to find qualified persons to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs.

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

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 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, mostly Singapore-based 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 materially affect our results of operations.

Our dual class voting structure has the effect of concentrating the voting control to holders of our Class B Ordinary Shares, which will limit or preclude your ability to influence corporate matters, and your interests may conflict with the interests of these shareholders.

Upon consummation of this offering, the holders of our Class B Ordinary Shares will control, in the aggregate, approximately 86.1% of the voting power represented by all our outstanding shares of share capital. As a result, the holders of our Class B Ordinary Shares will continue to exercise significant influence over all matters on which holders of Class A Ordinary Shares are entitled to vote, including the election and removal of directors, amendments to our amended and restated memorandum and articles of association, and any approval of significant corporate transactions (including a sale of all or substantially all of our assets), and will continue to have significant control over our business, affairs, and policies, including the appointment of our management, through their influence over the board composition. The directors, whom the holders of our Class B Ordinary Shares will have the ability to elect through their voting power, will have the authority to incur additional debt, issue or repurchase stock, declare dividends, and make other decisions that could be detrimental to stockholders.

We expect that certain members of our board will continue to be holders of our Class B Ordinary Shares. The holders of our Class B Ordinary Shares Stock can take actions that have the effect of delaying or preventing a change of control of us or discouraging others from making tender offers for our shares, which could prevent stockholders from receiving a premium for their shares. These actions may be taken even if other stockholders oppose them. The concentration of voting power with the holders of our Class B Ordinary Shares may have an adverse effect on the price of our Class A Ordinary Shares. The holders of our Class B Ordinary Shares may have interests that are different from yours and may vote in a way with which you disagree and that may be adverse to your interests.

The holders of our Class B Ordinary Shares, both of whom are our directors and senior officers, will have the ability to control the outcome of most matters requiring shareholders’ approval, including:

This voting control and influence may discourage transactions involving a change of control of the Company, including transactions in which you, as a holder of our Class A Ordinary Shares, might otherwise receive a premium for your shares.

We are a “foreign private issuer” within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies and subject to reporting obligations that, to some extent, are more lenient and less frequent than those of a U.S. issuer. As a result, we may not provide you the same information as U.S. domestic public 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. In addition, 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 as Rule 10b-5 under the Exchange Act. Since many of the disclosure obligations imposed on us as a foreign private issuer differ from those imposed on U.S. domestic reporting companies, you should not expect to receive the same information about us and at the same time as the information provided by U.S. domestic reporting companies.

The information we are required to file with or furnish to the SEC will be less extensive and less timely as compared to that required to be filed with the SEC by U.S. domestic issuers. As a Cayman Islands company listed on the [NYSE American], we will be subject to the [NYSE American] corporate governance listing standards. However, [NYSE American] rules permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in Cayman Islands, which is deemed our home country, may differ significantly from the [NYSE American] corporate governance listing standards. We plan to utilize the home country exemption for corporate governance matters, and as a result, our shareholders may be afforded less protection than they otherwise would under the [NYSE American] corporate governance listing standards applicable to U.S. domestic issuers. As a result, you may not be afforded the same protections or information, which would be made available to you, were you investing in a U.S. domestic issuer.

We will be a “controlled company” after our listing under the [NYSE American] corporate governance rules and, as a result, will be eligible to rely on exemptions from certain corporate governance requirements that provide protection to shareholders of companies that are not controlled companies.

Immediately after the completion of this offering, Mr. Lim Heng Hai will beneficially own approximately [45.1]% of our then-issued and outstanding Class A Ordinary Shares, [100%] of our then-issued and outstanding Class B Ordinary Shares and will be able to exercise approximately [86.1]% of the total voting power of our issued and outstanding ordinary shares immediately after the consummation of this offering, assuming the underwriter does not exercise its option to purchase additional ordinary shares. As a result of Mr. Lim Heng Hai’s ownership of such voting power, after the completion of this offering, we will be a “controlled company” under the [NYSE American] corporate governance standards.

Because we will qualify to be treated as a controlled company, we will have the option not to comply with certain requirements to which companies that are not controlled companies are subject, including the requirement that a majority of our board of directors consists of independent directors, the requirement that a majority of the independent directors select or recommend its director nominees, the requirement that the remuneration committee be responsible for determining or recommending the compensation of executive officers other than our chief executive officer and the requirement that its remuneration committee be composed entirely of independent directors.

We do not intend to avail ourselves of the corporate governance exemptions afforded to a “controlled company” under the [NYSE American Rules]. However, our decision not to rely on the “controlled company” exemption could change.

We are an “emerging growth company,” and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our Class A Ordinary Shares less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act. For as long as we continue to be an emerging growth company, we will take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We could be an emerging growth company for up to five years, although we could lose that status sooner if our revenues exceed US$1.235 billion, if we issue more than US$1 billion in non-convertible debt in a three-year period, or if the market value of our Class A Ordinary Shares held by non-affiliates exceeds US$700 million as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following June 30. We cannot predict if investors will find our Class A Ordinary Shares less attractive because we may rely on these exemptions. If some investors find our Class A Ordinary Shares less attractive as a result, there may be a less active trading market for our Class A Ordinary Shares and our stock price may be more volatile.

Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to avail our Company of this exemption from new or revised accounting standards. Therefore, we will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

We may be deemed a passive foreign investment company, or “PFIC”, for U.S. federal income tax purposes for any taxable year, which could result in adverse U.S. federal income tax consequences to U.S. holders of our Class A Ordinary Shares.

A non-U.S. corporation will be a PFIC for any taxable year if either (1) at least 75% of its gross income for such year consists of certain types of “passive” income (the “income test”); or (2) at least 50% of the value of its assets (based on an average of the quarterly values of the assets) during such year is attributable to assets that produce passive income or are held for the production of passive income (the “asset test”). Based on our current and expected income and assets (taking into account the expected cash proceeds and our anticipated market capitalization following this offering), we do not currently expect to be a PFIC for the current taxable year. However, no assurance can be given in this regard because the determination of whether we are or will become a PFIC is a fact-intensive inquiry made on an annual basis that depends, in part, upon the composition of our income and assets at the relevant time. In addition, there can be no assurance that the Internal Revenue Service, or IRS, will agree with our conclusion or that the IRS would not successfully challenge our position. Fluctuations in the market price of our Class A Ordinary Shares may cause us to become a PFIC for the current or subsequent taxable years because the value of our assets for the purpose of the asset test may be determined by reference to the market price of our Class A Ordinary Shares. The composition of our income and assets may also be affected by how, and how quickly, we use our liquid assets and the cash raised in this offering. If we were to be or become a PFIC for any taxable year during which a U.S. holder holds our Class A Ordinary Shares, certain adverse U.S. federal income tax consequences could apply to such U.S. holder and such U.S. Holder may be subject to additional reporting requirements.

The market price and trading volume of our Class A Ordinary Shares may be volatile and could decline significantly following this offering, and you may not be able to resell your shares at or above the initial public offering price.

The stock markets, including the [NYSE American], have from time-to-time experienced significant price and volume fluctuations. Even if active, liquid, and orderly trading market develops and is sustained for our Class A Ordinary Shares after this offering, the market prices of our listed securities may be volatile and could decline significantly. In addition, the trading volumes of our Class A Ordinary Shares may fluctuate and cause significant price variations to occur. If the market prices of our Class A Ordinary Shares decline significantly, you may be unable to resell the Class A Ordinary Shares you hold at or above the initial public offering price. There can be no assurance that the market prices of our Class A Ordinary Shares will not fluctuate widely or decline significantly in the future in response to a number of factors, including, among others, the following:

If securities or industry analysts do not publish research, publish inaccurate or unfavorable research, or cease publishing research about our Company, our share price and trading volume could decline significantly.

The trading market for our Class A Ordinary Shares will depend, in part, on the research and reports that securities or industry analysts publish about us and our business. We may be unable to sustain coverage by well-regarded securities and industry analysts. If no, or only a limited number of, securities or industry analysts maintain coverage of our Company, or if these securities or industry analysts are not widely respected within the general investment community, the demand for our Class A Ordinary Shares could decrease, which might cause our share price and trading volume to decline significantly. In the event that one or more of the analysts who cover our Company downgrade their assessment of us or publish inaccurate or unfavorable research about us, the market price and liquidity for our Class A Ordinary Shares could be negatively impacted.

Our operating results may vary significantly from period to period and be unpredictable, which could cause the market price of our Class A Ordinary Shares to decline.

Our operating results, in particular, our revenues, gross margins, operating margins, and operating expenses, [have historically varied from period to period, and even though we have experienced growth,] we expect variation to continue as a result of a number of factors, many of which are outside of our control and may be difficult to predict, including:

Any one of the factors above, or the cumulative effect of some of the factors referred to above, may result in significant fluctuations in our financial and other operating results. This variability and unpredictability could result in our failure to meet our revenue, margin, or other operating result expectations or those of securities analysts or investors for a particular period. If we fail to meet or exceed such expectations for these or any other reasons, the market price of our Class A Ordinary Shares could fall substantially, and we could face costly lawsuits, including securities class action suits.

Our actual operating results may differ significantly from our guidance.

From time to time, we may release, guidance in our interim results releases, interim results conference calls, or otherwise, regarding our future performance that represents our management’s estimates as of the date of release. This guidance, which includes forward-looking statements, has been and will be based on projections prepared by our management. These projections are not prepared with a view towards compliance with published guidelines of the American Institute of Certified Public Accountants, and neither our registered public accountants nor any other independent expert or outside party compiles or examines the projections. Accordingly, no such person expresses any opinion or any other form of assurance with respect to the projections.

Projections are based upon a number of assumptions and estimates that, while presented with numerical specificity, are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and are based upon specific assumptions with respect to future business decisions, some of which will change. The rapidly evolving market in which we operate may make it difficult to evaluate our current business and our future prospects, including our ability to plan for and model future growth. We intend to state possible outcomes as high and low ranges which are intended to provide a sensitivity analysis as variables are changed. However, actual results will vary from our guidance and the variations may be material. The principal reason that we release guidance is to provide a basis for our management to discuss our business outlook as of the date of release with analysts and investors. We do not accept any responsibility for any projections or reports published by any such persons. Investors are urged not to rely upon our guidance in making an investment decision regarding our Class A Ordinary Shares.

Any failure to successfully implement our operating strategy or the occurrence of any of the events or circumstances set forth in this “Risk Factors” section could result in our actual operating results being different from our guidance, and the differences may be adverse and material.

Sales of substantial amounts of our Class A Ordinary Shares in the public markets, or the perception that they might occur, could reduce the price that our Class A Ordinary Shares might otherwise attain and may dilute your voting power and your ownership interest in us.

Sales of a substantial number of shares of our Class A Ordinary Shares in the public market after this offering, particularly sales by our directors, executive officers and significant stockholders, or the perception that these sales could occur, could adversely affect the market price of our Class A Ordinary Shares and may make it more difficult for you to sell your Class A Ordinary Shares at a time and price that you deem appropriate.

We may also issue our shares of Class A Ordinary Shares from time to time in connection with a financing, acquisition, investments or otherwise. Any such issuance could result in substantial dilution to our existing shareholders and cause the market price of our Class A Ordinary Shares to decline.

Our failure to meet the continued listing requirements of the [NYSE American] could result in a delisting of our Class A Ordinary Shares.

If, after listing, we fail to satisfy the continued listing requirements of the [NYSE American], such as the corporate governance requirements or the minimum closing bid price requirement, the [NYSE American] may take steps to delist our Class A Ordinary Shares. Such a delisting would likely have a negative effect on the price of our Class A Ordinary Shares and would impair your ability to sell or purchase our Class A Ordinary Shares when you wish to do so. In the event of a delisting, we can provide no assurance that any action taken by us to restore compliance with listing requirements would allow our Class A Ordinary Shares to become listed again, stabilize the market price or improve the liquidity of our Class A Ordinary Shares, prevent our Class A Ordinary Shares from dropping below the [NYSE American] minimum bid price requirement or prevent future non-compliance with the [NYSE American]’s listing requirements.

We may allocate the net proceeds from this offering in ways that you may not approve.

Our management will have broad discretion in the application of the net proceeds from this offering. Because of the number and the variability of factors that will determine our use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. Our management might not apply the net proceeds in ways that ultimately increase the value of your investment, and the failure by our management to apply these funds effectively could harm our business. Pending their use, we plan to invest the net proceeds from this offering in future acquisitions, working capital, upgrading our information technology systems, and expanding our logistics infrastructure. These investments may not yield a favorable return to our shareholders. If we do not invest or apply the net proceeds from this offering in ways that enhance the shareholder value, we may fail to achieve expected results, which could cause the price of our Class A Ordinary Shares to decline.

Techniques employed by short sellers may drive down the market price of our listed securities.

Short selling is the practice of selling securities that a seller does not own but rather has borrowed from a third party with the intention of buying identical securities back at a later date to return to the lender. Short sellers hope to profit from a decline in the value of the securities between the sale of the borrowed securities and the purchase of the replacement shares, as short sellers expect to pay less in that purchase than they received in the sale. As it is in short sellers’ interest for the price of the security to decline, many short sellers publish, or arrange for the publication of, negative opinions and allegations regarding the relevant issuer and its business prospects in order to create negative market momentum and generate profits for themselves after selling a security short. These short attacks have, in the past, led to selling of shares in the market.

We may become the subject of other short seller attacks from time to time in the future and class actions or regulatory enforcement actions derivative of such short seller attacks or actions of a similar nature. Any such allegations may be followed by periods of instability in the market price of our Class A Ordinary Shares and negative publicity. If and when we become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we may have to expend a significant amount of resources to investigate such allegations and/or defend ourselves, including in connection with class actions or regulatory enforcement actions derivative of such allegations. While we would strongly defend against any such short seller attacks, we may be constrained in the manner in which we can proceed against the relevant short sellers by principles of freedom of speech, applicable state law or issues of commercial confidentiality. Such a situation could be costly and time-consuming and could divert management’s attention from the day-to-day operations of our Company. Even if such allegations are ultimately proven to be groundless, allegations against us could severely impact the market price of our securities and our business operations.

Our Company is obligated to maintain proper and effective internal controls over financial reporting, and any failure to maintain the adequacy of these internal controls may adversely affect investor confidence in our Company and, as a result, the value of its securities.

Prior to this offering, we have been a private company with limited accounting personnel and other resources with which to address our internal control over financial reporting. In connection with the audits of our consolidated financial statements for the years ended December 31, 2023 and 2024 and as of December 31, 2023 and 2024, we and our independent registered public accounting firm identified one material weakness in accordance with the standards established by the Public Company Accounting Oversight Board or “PCAOB”, namely, the lack of sufficient financial reporting and accounting personnel with appropriate knowledge of U.S. GAAP and SEC reporting requirements to properly address complex U.S. GAAP accounting issues and to prepare and review the consolidated financial statements and related disclosures to fulfil U.S. GAAP and SEC financial reporting requirements. As defined in standards established by the PCAOB, a “material weakness” is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. The material weakness, if not remediated timely, may lead to material misstatements in our consolidated financial statements in the future. Neither we nor our independent registered public accounting firm undertook a comprehensive assessment of our internal control under the Sarbanes-Oxley Act of 2002 for purposes of identifying and reporting any material weakness in our internal control over financial reporting. We and they are required to do so only after we become a public company. Had we performed a formal assessment of our internal control over financial reporting or had our independent registered public accounting firm performed an audit of the effectiveness of our internal control over financial reporting, additional material weaknesses may have been identified.

To remedy our identified material weakness, we plan to undertake steps to strengthen our internal control over financial reporting, including: (1) hiring additional qualified personnel equipped with relevant U.S. GAAP and SEC reporting experience and qualifications to strengthen the financial reporting function and to set up a financial and system control framework, (2) implementing regular and continuous U.S. GAAP accounting and financial reporting training programs for accounting and financial reporting personnel, and (3) establishing effective oversight and clarifying reporting requirements for non-recurring and complex transactions to ensure consolidated financial statements and related disclosures are accurate, complete and in compliance with U.S. GAAP and SEC reporting requirements. However, the implementation of these measures may not fully address the material weakness in our internal control over financial reporting, and we cannot conclude that they will be fully remediated in a timely manner. Our failure to correct the material weakness identified or our failure to discover and address any other deficiencies could result in inaccuracies in our financial statements and impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. Moreover, ineffective internal control over financial reporting could significantly hinder our ability to prevent fraud.

Our reporting obligations as a public company may place a significant strain on our management, resources and systems for the foreseeable future. Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, requires that we include a report from management on the effectiveness of our internal control over financial reporting in our annual report on Form 20-F beginning with our second annual report after becoming a public company. In addition, once 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. Our management may conclude that our internal control over financial reporting is not effective and may identify other weaknesses and deficiencies in our internal control over financial reporting. 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. We may be unable to timely complete our evaluation testing and make required remediation. In addition, as the applicable standards may be modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404.

If we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could in turn limit our access to capital markets, harm our operating results and lead to a decline in the trading price of our Class A Ordinary Shares.

Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting, regulatory investigations and civil or criminal sanctions. We may also be required to restate our financial statements for prior periods.

If our Class A Ordinary Shares are not eligible for deposit and clearing within the facilities of the Depository Trust Company (“DTC”), then transactions in our Class A Ordinary Shares may be disrupted.

The facilities of DTC are widely used and allow for rapid electronic transfers of securities between the participants in the DTC system, which include many large banks and brokerage firms. We expect that our Class A Ordinary Shares will be eligible for deposit and clearing within the DTC system. DTC is not obligated to accept our Class A Ordinary Shares for deposit and clearing within its facilities in connection with the Company’s listing and, even if DTC does initially accept our Class A Ordinary Shares, it will generally have discretion to cease to act as a depository and clearing agency for our Class A Ordinary Shares.

If DTC determines prior to the completion of this offering that our Class A Ordinary Shares are not eligible for clearance within the DTC system, then we would not expect to complete the transactions and the listing contemplated by this prospectus in its current form. However, if DTC determines at any time after the completion of this offering that our Class A Ordinary Shares were not eligible for continued deposit and clearance within its facilities, we believe that our Class A Ordinary Shares would not be eligible for continued listing on [NYSE American] and trading in the shares would be disrupted. While we would pursue alternative arrangements to preserve its listing and maintain trading, any such disruption could have a material adverse effect on the market price of our Class A Ordinary Shares.

Negative publicity which includes those relating to any of the Directors, members of senior management team or Controlling Shareholders may adversely affect the market price of our Class A Ordinary Shares.

Negative publicity or announcements relating to any of the Directors, members of senior management team or Controlling Shareholders may adversely affect the market perception of the Company or the performance of the market price of our Class A Ordinary Shares, whether or not it is justified. For instance, such negative publicity may arise from unsuccessful attempts in joint ventures, acquisitions or take-overs, or involvement in litigation or insolvency proceedings.

You may face difficulties in protecting your interests as a shareholder, as Cayman Islands law provides substantially less protection when compared to the laws of the U.S. and it may be difficult for a shareholder of ours to effect service of process or to enforce judgements obtained in the U.S. courts.

We are an exempted company incorporated under the laws of the Cayman Islands. Our corporate affairs are governed by our amended and restated memorandum and articles of association and by the Companies Act (Revised) and common law of the Cayman Islands. The rights of shareholders to take legal action against our directors, officers and us, actions by minority shareholders and the fiduciary duties of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law. Decisions of the English courts are generally of persuasive authority but are not binding on the courts of the Cayman Islands. The rights of our shareholders and the fiduciary duties of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedents in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and provides significantly less protection to investors. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action before the U.S. federal courts. There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will generally recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits.

The courts of the Cayman Islands are unlikely (i) to recognize or enforce judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state securities laws; and (ii) in original actions brought in the Cayman Islands, to impose liabilities predicated upon the civil liability provisions of the federal securities laws of the United States or any state securities laws, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

Currently, all of our operations are conducted outside the United States, and substantially all of our assets are located outside the United States. All of our directors and officers are nationals or residents of jurisdictions other than the United States and all or a substantial portion of their assets are located outside the United States. As a result, it may be difficult or impossible for a shareholder to bring an action against us or against these individuals outside of the United States, or to enforce against us or them judgments obtained in U.S. courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.

Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than the memorandum and articles of association, a list of the current directors of the company, the register of mortgages and charges and any special resolutions passed by our shareholders) or to obtain copies of lists of shareholders of these companies. Our directors are not required under our memorandum and articles of association to make our corporate records available for inspection by our shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder resolution or to solicit proxies from other shareholders in connection with a proxy contest.

Certain corporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for companies incorporated in other jurisdictions such as the United States. To the extent we choose to follow home country practice with respect to corporate governance matters, our shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.

As a result of all of the above, our shareholders may have more difficulty in protecting their interests through actions against us or our officers, directors or major shareholders than would shareholders of a corporation incorporated in the United States. For a discussion of significant differences between the provisions of the Companies Act (Revised) and the laws applicable to companies incorporated in a U.S. state and their shareholders, see “Description of Share Capital — Differences in Corporate Law.”

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

Except in connection with the settlement of trades, transactions or transfers of Class A Ordinary Shares 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 may, in its sole discretion, decline to register any transfer of any Class A 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 Ordinary Share unless (i) the instrument of transfer is filed 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 transferred are free of any lien in favor of us; and (vi) a fee of such maximum sum as the [NYSE American] may determine to be payable, or such lesser sum as our Board may from time to time require, is paid to us in respect thereof.

If our directors refuse to register a transfer they shall, within two months 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, after compliance with any notice required in accordance with the rules of the relevant stock exchange, be suspended and our register of members closed at such times and for such periods as our Board may from time to time determine, provided, however, that the registration of transfers shall not be suspended nor the register of members 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 on the [NYSE American], the legal title to such Class A 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.

Upon completion of this offering, our shareholders may be unable to present proposals before annual general meetings or extraordinary general meetings not called by shareholders.

Cayman Islands law provides shareholders with only limited rights to requisition a general meeting, but does not provide shareholders with any right to put any proposal before a general meeting. These rights, however, may be provided in a company’s articles of association. Our articles of association allow our shareholders holding shares which carry in aggregate not less than one-third of all votes attaching to the issued and outstanding shares of the Company entitled to vote at general meetings to requisition an extraordinary general meeting of our shareholders, in which case our board is obliged to convene an extraordinary general meeting and to put the resolutions so requisitioned to a vote at such meeting. Advance notice of not less than ten calendar days is required for the convening of our annual general shareholders’ meeting (if any) and any other general meeting of our shareholders. A quorum required for a general meeting of shareholders consists of, at the time when the meeting proceeds to business, at least one shareholder present or by proxy, representing not less than one-third of all votes attaching to the issued and outstanding shares in the Company entitled to vote at such general meeting of the Company. However, no assurance can be given that our shareholders will be able to present proposals before annual general meetings or extraordinary general meetings not called by shareholders.

We may not be able to, or we may decide not to, pay dividends, or repurchase shares at a level anticipated by our shareholders, which could reduce shareholder returns.

The extent to which we pay dividends on our Class A Ordinary Shares and repurchase our Class A Ordinary Shares in the future is at the discretion of our board of directors and will depend on, among other factors, our results of operations, financial condition, capital requirements and such other factors as our board of directors deems relevant. No assurance can be given that we will be able to or will choose to continue to pay any dividends or repurchase any shares in the foreseeable future which may reduce shareholder returns.

We have not determined a specific use for a portion of the net proceeds from this offering and we may use these proceeds in ways with which you may not agree.

We have not determined a specific use for a portion of the net proceeds from this offering, and anticipate that we will use the net proceeds from this offering for working capital and other corporate purposes. See “Use of Proceeds.” However, our management will have significant discretion as to the use of the net proceeds to us from this offering and could spend the net proceeds in ways that do not improve our results of operations or enhance the trading price of our Class A Ordinary Shares. The net proceeds from this offering may be placed in investments that do not produce income or that lose value. You will not have the opportunity, as part of your investment decision, to assess whether proceeds are being used appropriately.

Prospective investors in this offering should read the entire document carefully and we strongly caution you not to place any reliance on any information contained in press articles or the media regarding us.

There may be press and media coverage regarding us, which may include certain events, financial information, financial projections, and other information about us that do not appear in this document. We have not authorized the disclosure of any other information not contained in this document. We do not accept any responsibility for any such press or media coverage, and we make no representation as to the accuracy or completeness or reliability of any such information or publication. To the extent that any such information appearing in publications other than this document is inconsistent or conflicts with the information contained in this document, we disclaim responsibility for them. Accordingly, prospective investors in this offering should not rely on any such information. In making your decision as to whether to subscribe for and/or purchase the Class A Ordinary Shares offered hereunder, you should rely only on the financial, operational, and other information included in this document.

Forward-looking statements contained in this document are subject to risks and uncertainties.

This document contains certain statements and information that are “forward-looking” and uses forward-looking terminology such as “aim”, “anticipate”, “believe”, “consider”, “continue”, “could”, “estimate”, “expect”, “forecast”, “going forward”, “intend”, “may”, “might”, “ought to”, “plan”, “potential”, “predict”, “project”, “propose”, “seek”, “should”, “will”, “would”, “wish” or similar terms. Those statements include, among other things, the discussion of our Group’s growth strategy and expectations concerning our future operations, liquidity, and capital resources. Investors are cautioned that reliance on any forward-looking statements involves risks and uncertainties and that any or all of those assumptions could prove to be inaccurate and as a result, the forward-looking statements based on those assumptions could also be incorrect.

The uncertainties in this regard include, but are not limited to, those identified in this section, many of which are not within our Group’s control. In light of these and other uncertainties, the inclusion of forward-looking statements in this document should not be regarded as representations by our Company that our plans or objectives will be achieved, and investors should not place undue reliance on such forward-looking statements. Our Company does not undertake any obligations to update publicly or release any revisions of any forward-looking statements, whether as a result of new information, future events or otherwise. Please refer to the section headed “Forward-looking Statements” of this document for further details.

Special Note regarding Forward-Looking Statements and Industry Data

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

You can identify some of these forward-looking statements by words or phrases such as “aim,” “anticipate,” “believe,” “continue” “estimate,” “expect,” “hope,” “intend,” “is/are likely to,” “may,” “plan,” “potential,” “predict,” “target,” “will,” or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include statements relating to:

These forward-looking statements involve various risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations may later be found to be incorrect. Our actual results could be materially different from our expectations. Important risks and factors that could cause our actual results to be materially different from our expectations are generally set forth in “Prospectus Summary — Our Challenges,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” “Regulation” and other sections in this prospectus. You should read thoroughly this prospectus and the documents that we refer to with the understanding that our actual future results may be materially different from and worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements.

This prospectus contains certain data and information that we obtained from various government and private publications. Statistical data in these publications also include projections based on a number of assumptions. The industries in which we operate may not grow at the rate projected by market data, or at all. Failure of those industries to grow at the projected rate may have a material and adverse effect on our business and the market price of the Class A Ordinary Shares. In addition, the rapidly evolving nature of this industry results in significant uncertainties for any projections or estimates relating to the growth prospects or future condition of our market. Furthermore, if any one or more of the assumptions underlying the market data are later found to be incorrect, actual results may differ from the projections based on these assumptions. You should not place undue reliance on these forward-looking statements.

The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this prospectus and the documents that we refer to in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect.

Use of Proceeds

We estimate that we will receive net proceeds from this offering of approximately US$11.5 million, or approximately US$13.2 million if the underwriter exercises its option to purchase additional Class A Ordinary Shares in full, after deducting underwriting discounts and commissions and the estimated offering expenses payable by us. These estimates are based upon an assumed initial offering price of US$4.50 per Class A Ordinary Share, the mid-point of the estimated range of the initial public offering price shown on the front cover page of this prospectus.

The primary purposes of this offering are to create a public market for our Class A Ordinary Shares for the benefit of all shareholders[, retain talented employees by providing them with equity incentives and obtain additional capital]. We plan to use the net proceeds of this offering as follows:

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. See “Risk Factors — Risks Related to Our Securities and This Offering — We have not determined a specific use for a portion of the net proceeds from this offering and we may use these proceeds in ways with which you may not agree.”

Dividend Policy

Our Board has discretion on whether to distribute dividends, subject to certain requirements of Cayman Islands law. In addition, our shareholders may by ordinary resolution declare a dividend, but no dividend may exceed the amount recommended by the Board. In either case, all dividends are subject to certain restrictions under Cayman Islands law, namely that our Company may only pay dividends out of profits or share premium, and provided always that, in no circumstances may a dividend be paid if this would result in our Company being unable to pay its debts as they fall due in the ordinary course of business. Even if we decide to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the Board may deem relevant.

We have not previously declared or paid any cash dividends and we do not have any present plan to pay any cash dividends on our Class A Ordinary Shares in the foreseeable future after this offering. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.

Capitalization

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

You should read this table together with our consolidated financial statements and the related notes included elsewhere in this prospectus and the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Dilution

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

Our net tangible book value as of December 31, 2024 was US$[0.6] million, or US$[0.04] per Class A Ordinary Share as of that date. Net tangible book value represents the amount of our total consolidated tangible assets, less the amount of our total consolidated liabilities. Dilution is determined by subtracting net tangible book value per Class A and Class B Ordinary Share, after giving effect to the additional proceeds we will receive from this offering, from the assumed initial public offering price of US$[4.50] per Class A Ordinary Share, which is the mid-point of the estimated initial public offering price range set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

Without taking into account any other changes in net tangible book value after December 31, 2024, other than to give effect to our sale of the Class A Ordinary Shares offered in this offering at the assumed initial public offering price of US$[4.50] per Class A Ordinary Share, the mid-point of the estimated range of the initial public offering price, after deduction of the underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of December 31, 2024 would have been US$[9.4] million, or US$[0.47] per Class A Ordinary Share. This represents an immediate increase in net tangible book value of US$[0.50] per Class B Ordinary Share to the existing shareholders and an immediate dilution in net tangible book value of US$[3.96] per Class A Ordinary Share to investors purchasing Class A Ordinary Shares in this offering. The following table illustrates such dilution:

Each US$1.00 increase (decrease) in the assumed public offering price of US$[4.50] per Class A Ordinary Share would increase (decrease) our pro forma as adjusted net tangible book value after giving effect to this offering by US$[2.3] million, the pro forma as adjusted net tangible book value per Ordinary Share after giving effect to this offering by US$[0.20] per Class A Ordinary Share and the dilution in pro forma as adjusted net tangible book value per Class A Ordinary Share to new investors in this offering by US$[0.13] per Class A Ordinary Share, assuming no change to the number of Class A Ordinary Shares offered by us as set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions and other offering expenses.

The following table summarizes, on a pro forma as adjusted basis as of December 31, 2024, the differences between existing shareholders and the new investors with respect to the number of Ordinary Shares purchased from us, the total consideration paid and the average price per Ordinary Share paid before deducting the underwriting discounts and commissions and estimated offering expenses. The total number of ordinary shares does not include Class A Ordinary Shares issuable upon the exercise of the over-allotment option granted to the underwriter.

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

Enforceability of Civil Liabilities

We are incorporated under the laws of the Cayman Islands as an exempted company with limited liability. We are incorporated in the Cayman Islands to take advantage of certain benefits associated with being a Cayman Islands exempted company, such as:

However, certain disadvantages accompany incorporation in the Cayman Islands. These disadvantages include, but are not limited to:

Our constituent documents do not contain provisions requiring that disputes, including those arising under the securities laws of the United States, between us, our officers, directors and shareholders, be arbitrated.

Substantially all of our operations are conducted in Singapore, and substantially all of our assets are located in Singapore. A majority of our directors and officers are nationals or residents of jurisdictions other than the United States and most of their assets are located outside the United States. As a result, it may be difficult for a shareholder to effect service of process within the United States upon these individuals, or to bring an action against us or these individuals in the United States, 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. You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law.

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

Harney Westwood & Riegels Singapore LLP, our counsel as to Cayman Islands law, has advised us that there is uncertainty as to whether the courts of the Cayman Islands will allow shareholders of our Company to originate actions in the Cayman Islands based upon securities laws of the United States. In addition, there is uncertainty regarding Cayman Islands law related to whether a judgment obtained from the U.S. courts under civil liability provisions of U.S. securities laws will be determined by the courts of the Cayman Islands as penal or punitive in nature. If such a determination is made, the courts of the Cayman Islands will not recognize or enforce the judgment against a Cayman Islands company, such as our Company. As the courts of the Cayman Islands have yet to rule on making such a determination in relation to judgments obtained from U.S. courts under civil liability provisions of U.S. securities laws, it is uncertain whether such judgments would be enforceable in the Cayman Islands. We have been further advised that although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, a final and conclusive monetary judgment for a definite sum obtained in such jurisdiction will be recognized and enforced in the courts of the Cayman Islands at common law, without any re-examination of the merits of the underlying dispute, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, provided that:

(a) the foreign court had jurisdiction in the matter and the Company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process;

(b) the judgment given by the foreign court was not in respect of penalties, fines, taxes or similar fiscal or revenue obligations;

(c) in obtaining judgment there was no fraud on the part of the person in whose favor judgment was given or on the part of the foreign court;

(d) recognition or enforcement in the Cayman Islands would not be contrary to public policy; and

(e) the proceedings pursuant to which judgment was obtained were not contrary to the principles of natural justice.

Shook, Lin & Bok LLP, our counsel as to Singapore law, has advised us that:

There is no treaty between the United States and Singapore providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters and a final judgment for the payment of money rendered by any federal or state court in the United States based on civil liability, whether or not predicated solely upon the federal securities laws, would, therefore, not be automatically enforceable in Singapore.

In making a determination as to enforceability of a foreign judgment, the Singapore courts need to be satisfied that the foreign judgment was final and conclusive and on the merits of the case, given by a court of law of competent jurisdiction, and was expressed to be for a fixed sum of money. In general, a foreign judgment would be enforceable in Singapore unless procured by fraud, or if the proceedings in which such judgments were obtained were not conducted in accordance with principles of natural justice, or if the enforcement thereof would be contrary to the public policy of Singapore, or if the judgment would conflict with earlier judgments from Singapore or earlier foreign judgments recognized in Singapore, or if the judgment would amount to the direct or indirect enforcement of foreign penal, revenue or other public laws. Civil liability provisions of the federal and state securities law of the United States permit the award of punitive damages against us, our Directors and officers. The Singapore courts do not allow the enforcement of foreign judgments which amount to the direct or indirect enforcement of foreign penal, revenue or other public laws. It is uncertain as to whether a judgment of the courts of the United States awarding such punitive damages would be regarded by the Singapore courts as being pursuant to foreign, penal, revenue or other public laws. Such determination has yet to be conclusively made by a Singapore court in a reported decision.

Corporate History and Structure

Corporate History

Our Group’s history began in 2015 when Mr. Lim Heng Hai established TechCreate Solution Private Limited, a Singapore Company with limited liability to carry on the business of technology consultancy and payment solutions services. Along the way, TechCreate Solution Private Limited’s service offerings grew with the development of a RTE devised to better address customers’ payment solutions needs. The business then expanded, over the years, to include the provision of digitalization solutions and consultancy services premised on a Design-Build-Operate-Transfer model.

On June 2, 2022, TechCreate Solution Private Limited acquired 51% of the equity interest in Diginius Private Limited, a Singapore company with limited liability established in 2020 by Mr. Ronald Vong, specializing in server and cybersecurity products and services. On October 30, 2024, TechCreate Solution Private Limited acquired the remaining 49% of equity interest in Diginius Private Limited. The acquisition led to Diginius Private Limited becoming a direct 100%-owned subsidiary of TechCreate Solution Private Limited and at the time, a combined headcount of 8 employees.

On May 12, 2023, TC Digital Private Limited was incorporated in Singapore as a company with limited liability and a direct 51%-owned subsidiary of TechCreate Solution Private limited with the remaining 49% equity shareholding held by Mr. Ronald Vong. On November 30, 2024, pursuant to a share swap agreement, TC Digital Private limited became a direct 100% owned subsidiary of TechCreate Solution Private Limited. As of the date of this prospectus, TC Digital Private Limited remains a dormant company.

Since 2015, we have grown into a technology consultancy and software solutions provider with a comprehensive range of professional services spanning payment, cybersecurity, and digital services and solutions. These include the development of RTE, RTP solutions, API management and other services, such as cybersecurity defense, IT infrastructure, and cloud services. In order to comprehensively service our clients, we also sell software licenses and maintenance licenses as well as hardware solutions, in the course of providing our professional services. The sale of software licenses, maintenance licenses, and hardware solutions complement our professional services as these products enhance the functionality of our technological solutions as well as optimize cybersecurity for our clients. Accordingly, our core business areas comprise: (1) the provision of professional services, (2) the sale of software licenses and maintenance licenses, and (3) the sale of hardware solutions.

Our key markets comprise customers based in three countries, namely, Singapore, Brunei, and Cambodia.

Corporate Structure

Our Company was incorporated in the Cayman Islands on July 29, 2024, under the Companies Act (Revised) as an exempted company with limited liability. As of the date of this prospectus, our authorized share capital is US$50,000 divided into 250,000,000 ordinary shares of nominal or par value US$ 0.0002 each, comprising (a) 225,000,000 Class A Ordinary Shares of par value US$ 0.0002 each, and (b) 25,000,000 Class B Ordinary Shares of par value of US$ 0.0002 each.

TechCreate Group Inc. was incorporated as a BVI business company in the British Virgin Islands on July 31, 2024 and as part of our Group’s Reorganization, is authorized to issue a maximum of 250,000,000 ordinary shares of nominal or par value US$0.0002 each, comprised of (a) 225,000,000 Class A ordinary shares of par value US$0.0002 each, and (b) 25,000,000 Class B ordinary shares of par value US$0.0002 each. Prior to the Reorganization, TechCreate Group Inc. issued 1 Class B ordinary share of par value US$0.0002 to Mr. Lim Heng Hai.

The Reorganization was completed pursuant to a restructuring agreement entered into on July 24, 2025 (the “Restructuring Agreement”), the shareholders of TechCreate Solution Private Limited, being a company incorporated in Singapore on March 16, 2015 as a private company limited by shares, whereby namely (i) Ronald Vong, (ii) Lim Heng Hai (iii) Chai Chang Ruey Fen, (iv) Vong Tze Poh, (v) Neo Meng Chu, (vi) Teo Mui Lan, (vii) ICHAM Master Fund VCC, (viii) Lim Chong Guan, and (ix) iCapital Holdings (SG) Pte. Ltd. ((i)-(ix), being the “TSPL Shareholders”) transferred their respective ordinary shares in the share capital of TechCreate Solution Private Limited, representing in aggregate 100% of the issued share capital of TechCreate Solution Private Limited, to TechCreate Group Inc. Under the Restructuring Agreement, the consideration for the share transfers was satisfied by the allotment and issuance of an aggregate of 8,530 Class A ordinary shares with par value of US$0.0002 each and 1,469 Class B ordinary shares with par value of US$0.0002 each in TechCreate Group Inc. to the TSPL Shareholders. On July 25, 2025, the Reorganization was completed as each of the TSPL Shareholders transferred their respective shares in TechCreate Group Inc. representing in aggregate 100% of the issued shares of TechCreate Group Inc., to TechCreate Group Ltd. The consideration for the share transfers was satisfied by the allotment and issuance of an aggregate of 14,927,250 Class A Ordinary Shares with par value of US$0.0002 each and 2,572,749 Class B Ordinary Shares with par value of US$0.0002 each in TechCreate Group Ltd. to the TSPL Shareholders. Thus, upon completion of the Reorganization, TechCreate Solution Private Limited has become a subsidiary of TechCreate Group Inc., which in turn, became a wholly-owned subsidiary of the Company.

The following diagram illustrates our corporate structure as of the date hereof, including our principal subsidiaries, upon the completion of the Reorganization:

The following diagram illustrates our corporate structure, including our principal subsidiaries, upon the immediately upon the completion of this offering:

Entities

A description of our principal subsidiaries are set out below.

TechCreate Solution Private Limited

On March 16, 2015, TechCreate Solution Private Limited was incorporated in Singapore as an exempt private company limited by shares. TechCreate Solution Private Limited commenced business on March 16, 2015, and is principally engaged in the provision of management consultancy services.

Diginius Private Limited

On February 6, 2020, Diginius Private Limited was incorporated in Singapore as a private company limited by shares. Diginius Private Limited commenced business on February 6, 2020, and is principally engaged in the provision of information service activities and management consultancy services. On June 2, 2022, pursuant to an acquisition of Diginius Private Limited by TechCreate Solution Private Limited, Diginius Private Limited became a direct 51%-owned subsidiary of TechCreate Solution Private Limited. On October 30, 2024, pursuant to a share swap agreement executed between the shareholders of Diginius Private Limited and TechCreate Solution Private Limited, Diginius Private Limited became a direct 100%-owned subsidiary of TechCreate Solution Private Limited.

TC Digital Private Limited

On May 12, 2023, TC Digital Private Limited was incorporated in Singapore as an exempt private company limited by shares. It is a dormant company and a direct 51%-owned subsidiary of TechCreate Solution Private limited with the remaining 49% equity shareholding held by Mr. Ronald Vong. On November 30, 2024, pursuant to a share swap agreement executed between the shareholder of TC Digital Private Limited and TechCreate Solution Private Limited, TC Digital Private limited became a direct 100% owned subsidiary of TechCreate Solution Private Limited.

Selected Consolidated Financial Data

The following consolidated statements of operations and comprehensive loss data for the years ended December 31, 2023 and 2024, consolidated balance sheets data as of December 31, 2023 and 2024, and consolidated statements of cash flow data for the years ended December 31, 2023 and 2024, have been derived from our audited consolidated financial statements included elsewhere in this prospectus. Our consolidated financial statements are prepared and presented in accordance with U.S. GAAP. You should read this Selected Consolidated Financial Data section together with our consolidated financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus. Our historical results are not necessarily indicative of results expected for future periods.

The following table sets forth a summary of our consolidated statements of operations and comprehensive loss for the years ended December 31, 2023 and 2024.

Selected Consolidated Statements of Operation and Comprehensive Loss Data

Selected Consolidated Balance Sheet Data

Selected Consolidated Statements of Cash Flow Data